Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable: (i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); (ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); (iii) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined; (iv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date; (v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company; (vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof; (viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent; (xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2; (xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable; (xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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; (xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series; (xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion); (xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and (xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 6 contracts
Samples: Indenture (Carnival PLC), Indenture (Carnival PLC), Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificatea Company Order, Officer’s 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder14.05);
(iiic) the date or dates on which the principal of or periods during which the Securities of the series is may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms applicable thereto;
(f) if the amount of payment of principal of, premium, if any, or interest on, the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on, Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the Exchange Rate (in addition to or in lieu of the provision set forth in Section 3.11) between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made (each such place, the “Place of Payment”);
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(viij) the obligationobligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $2,000 and multiples of $1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, amount of discount with which such election Securities may be madeissued;
(xvn) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related to satisfaction and discharge;
(o) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, (i) the identity of the Depository Depositary for such series;
Global Security or Securities, (xviii) the form of legend in addition to or in lieu of that in Section 3.03(f) which shall be borne by such Global Security and (iii) the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)individual Securities represented thereby;
(xviip) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be issued;
(q) the form of the Securities of the series;
(r) if the Securities of the series 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 be so convertible or exchangeable, and any additions or changes, if any, to permit or facilitate such conversion or exchange;
(s) whether the defeasance Securities of such series are subject to subordination and discharge the terms of such subordination;
(t) whether the Securities of such series shall be secured;
(u) any restriction or covenant defeasance condition on the transferability of the Securities of such series;
(v) any addition or within change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;
(w) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to Securities of such series;
(x) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(z) any addition to or change in the covenants set forth in Article VI which applies to Securities of the series; and
(xviiiaa) any other terms, conditions, rights and preferences (or limitations on terms of the Securities of such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ a Company Order, Officer’s Certificate or in any indenture one or more indentures supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 5 contracts
Samples: Indenture (Alphabet Inc.), Indenture (Alphabet Inc.), Indenture (Higher One Holdings, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(16) shall be subject to Defeasance pursuant to Section 13.02;
(xiii15) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi16) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii17) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii18) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 4 contracts
Samples: Indenture (United States Steel Corp), Indenture (United States Steel Corp), Indenture (PPG Industries Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a one or more Board Resolution Resolutions (and to the extent established pursuant to but not set forth in a Board Resolution, in an Officers’ Certificate, Officer’s Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series, and which may be part of a series of Securities previously issued;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) if other than Dollars, the Foreign Currency or Foreign Currencies in which the Securities of the series are denominated;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable payable, the terms and conditions of any deferral of interest and the Regular Record Datesadditional interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment periods and the duration of the extensions and (in the case of Registered Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(v6) the place or places where and the manner in which, the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable, if other than as provided in Section 3.2;
(vi7) the period or periods within whichright, the price or prices at which and the terms and conditions upon which Securities if any, of the series may be redeemedIssuer to redeem Securities, in whole or in part, at the its option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) and the period or periods within which which, or the date or dates on which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(8) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which or the date or dates on which, and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix9) 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, such Board Resolution, Officer’s 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;
(10) if other than denominations of $1,000 and any integral multiple thereofthereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;
(x11) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued and 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 maturity thereof pursuant to Section 5.2and the terms and conditions of any acceleration;
(xii12) if other than such coin the coin, currency or currency currencies in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or coin, currency or currency unit currencies in which payment of the principal of (and premium, if any) or interest on the Securities of the such series shall be payable, including composite currencies or currency units;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv13) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company Issuer or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payabledenominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(xv14) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index or formula based on a coin, currency, composite currency or currency unit other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(15) whether the Securities of the series are will be issuable as a Registered Securities (and if so, whether such Securities will be issuable as Registered Global Security Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided in such caseSection 2.8, the identity terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(16) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the Depository for series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(17) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(18) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars of any other agents with respect to the Securities of such series;
(xvi19) any deletion from modification of or addition to the terms and conditions, Events of Default or covenants with respect to the Securities of such series;
(20) if any, under which the Debt Securities may of the series are to be converted convertible into or exchanged exchangeable for our Common Stockany other security or property of the Issuer, Preferred Stock or other securities (including, without limitation, securities of another Person held by the initial conversion price Issuer or rateits Affiliates and, if so, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesterms thereof; and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series, the Guarantees appertaining to any Securities of such series and Coupons, if any, appertaining thereto shall be substantially identical identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate referred to above or as set forth in any indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution and set forth in Resolution, such Officers’ Officer’s Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 4 contracts
Samples: Indenture (Weyerhaeuser Co), Indenture (Plum Creek Timber Co Inc), Indenture (Plum Creek Timber Co Inc)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established in or with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth forth, or determined in the manner provided, in an Officers’ Certificate, ' Certificate or established (iii) in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(i1) the title of the Securities of the series series, including CUSIP Numbers (which title shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, and except for 10.7 or upon the Company's repurchase of any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderin part at the option of the Holders thereof);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates (which may be fixed, variable or zero) at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determined, of interest;
(5) the date or dates from which such interest interest, if any, shall accrue, accrue or the manner in method by which such date or dates are shall be determined, ;
(6) the Interest Payment Dates on which any such interest interest, if any, shall be payable and and, with respect to Registered Securities, the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date;
(v7) each Place of Payment for the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payableseries;
(vi) 8) the period or periods within which, the price or prices at which which, the currency (if other than Dollars) in which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii9) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, if Registered Securities, and if other than the denomination of $5,000, if Bearer Securities, the denominations in which Securities of the series shall be issuable;
(x11) if other than the TrusteeDollars, the identity of currency for which the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series may be purchased or in which the Securities of the series shall be payable upon declaration of acceleration of denominated and/or the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the series shall be payablepayable and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of this Indenture;
(xiii12) if the amount of payment payments of principal of (and of, or premium, if any) , or interest interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amount shall be determined;
(13) if the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method based on the prices of securities or commodities, with reference to changes in the prices of securities or commodities or otherwise by application of a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in index, formula or other method by which such amounts amount shall be determined;
(xiv14) if other than the entire principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to Section 5.2 or the method by which such portion shall be determined;
(15) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and premiumthe manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any addition to or modification or deletion of any Events of Default or any covenants of the Company pertaining to the Securities of the series;
(18) under what circumstances, if any, the Company will pay Additional Amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes, assessments or similar governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(19) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest on coupons), or both, and any restrictions applicable to the offering, sale or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;
(20) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(21) the forms of the Securities and coupons, if any, of the series;
(22) if either or both of Section 4.4 relating to defeasance or Section 4.5 relating to covenant defeasance shall not be applicable to the Securities of such series, or, if such defeasance or covenant defeasance shall be applicable to the Securities of such series, any covenants in addition to those specified in Section 4.5 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 or such other means of defeasance or covenant defeasance as may be specified for the Securities of such series;
(23) if other than the Trustee, the identity of the Registrar and any Paying Agent;
(24) if the Securities of the series are to shall be payableissued in whole or in part in global form, at (i) the election of the Company or a Holder thereofDepository for such global Securities, in a coin or currency or currency unit 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;
(xvii) whether the beneficial owners of interests in any Securities of the series are issuable in global form may exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iii) if other than as a Global Security and, provided in such caseSection 3.5, the identity of the Depository for circumstances under which any such series;exchange may occur; and
(xvi25) the any other terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of such series and any deletions from or within the series; andmodifications or additions to this Indenture in respect of such Securities.
(xviiic) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons, if any, appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or (i) by a Board Resolution, (ii) by action taken pursuant to such a Board Resolution and (subject to Section 3.3) set forth forth, or determined in such the manner provided, in the related Officers’ ' Certificate or (iii) in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers' Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.
Appears in 3 contracts
Samples: Indenture (Fidelity National Title Group, Inc.), Indenture (Fidelity National Financial Inc /De/), Indenture (Fidelity National Title Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable:
(i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);Securities);
(ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);hereunder);
(iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(iv) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;determined;
(ivv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;Date;
(vvi) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;payable;
(vivii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and the applicability, non-applicability or variation of Article XI with respect to the Securities of such series;
(viiviii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;thereof;
(viiiix) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;obligation;
(ixx) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;issuable;
(xxi) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;Agent;
(xixii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;5.2;
(xiixiii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payablepayable 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;
(xiiixiv) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;determined;
(xivxv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the coin or currency or currency unit in which the principal of (and premium, if any) or interest on the Securities of such series are stated to be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvxvi) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;series;
(xvixvii) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);conversion);
(xviixviii) any addition to or change in the Events of Default set forth in Section 5.1 which applies to Securities of the series;
(xix) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xx) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(xxi) the applicability, non-applicability, or variation of Article XII with respect to the Securities of such Series;
(xxii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; series;
(xxiii) any addition to or change in the provisions of Article XV with respect to the Securities of such series; and
(xviiixxiv) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series. The Company may, from time to time, by adoption of a Board Resolution and set forth in an Officers’ Certificate, or by way of one or more indentures supplemental hereto and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Samples: Indenture (Carnival PLC), Indenture (Carnival PLC), Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03 of the Indenture, shall have not been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the Person to whom any interest on any Security of the series shall be payable if other than as set forth in Section 3.07; the rate or rates at which the any Securities of the series shall bear interest, interest or the manner in which of calculation of such rates are determinedrate or rates, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the interest payable on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and any premium or interest on Securities of the series shall be payable;
(vi) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 3 contracts
Samples: Subordinated Indenture (Masco Corp /De/), Subordinated Indenture (Masco Corp /De/), Subordinated Indenture (Masco Corp /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, Officer’s 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:
(ia) the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, 13.05) and except for any Securities whichthat, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of or periods during which the Securities of the series is may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, whether such interest shall be payable in cash or additional Securities of the same series or another class or series of securities or shall accrue and increase the aggregate principal amount outstanding of such series (including if such Securities were originally issued at a discount), the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Foreign Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms concerning such payment;
(f) if the amount of payment of principal of, premium, if any, or interest on the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(viij) the obligationobligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premiumguarantors, if any) or interest on , of the Securities of the series shall be payableseries, and the extent of the guarantees (including provisions relating to seniority, subordination, and the release of the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Securities;
(xiiin) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, amount of discount with which such election Securities may be madeissued;
(xvo) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition to or change in the provisions related to satisfaction and discharge;
(p) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, the identity of the Depository Depositary for such series;
(xvi) Global Security or Global Securities, and the terms and conditions, if any, under upon which the Debt interests in such Global Security or Global Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock the individual securities represented thereby in definitive form registered in the name or names of Persons other securities than such Depositary or a nominee or nominees thereof (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion“Individual Securities”);
(xviiq) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be issued;
(r) the form of the Securities of the series;
(s) if the Securities of the series 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 will be so convertible or exchangeable, and any additions or changes to this Indenture, if any, to permit or facilitate such conversion or exchange;
(t) whether the defeasance Securities of such series are subject to subordination and discharge the terms of such subordination;
(u) any restriction or covenant defeasance condition on the transferability of the Securities of such series;
(v) any addition or within change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;
(w) any addition or change in the provisions related to supplemental indentures set forth in Sections 13.01, 13.02 and 13.04 which applies to Securities of such series;
(x) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(z) any addition to or change in the covenants set forth in Article VI which applies to Securities of the series;
(aa) if any payment or other obligations on Securities of such series or guarantees thereof are to be secured by any property, the nature of such security and provisions related thereto; and
(xviiibb) any other terms, conditions, rights and preferences (or limitations on terms of the Securities of such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of this IndentureIndenture with respect to such series). All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ Certificate a Company Order or in any indenture one or more indentures supplemental hereto. Not all Unless otherwise specified with respect to the Securities of any one series need be issued pursuant to this Section 3.01, the Company may, at the same its option, at any time and from time to time, and, unless otherwise provided, a re-open any series may be reopened for issuances of Securities previously issued under this Indenture and issue additional Securities of such series, all of which together shall constitute a single series of Securities under this Indenture; provided that, unless otherwise specified pursuant to this Section 3.01 with respect to a series of Securities, no additional Securities of any series may be issued if an Event of Default has occurred and is continuing with respect to such series. If any Any such re-opening and the terms thereof (including, without limitation, the principal amount of the terms additional Securities of the such series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series be issued) shall be set forth in a Company Order or in one or more indentures supplemental hereto delivered to the Trustee at or prior to the delivery issuance of the Company Order for authentication and delivery of any such additional Securities of such series.
Appears in 3 contracts
Samples: Indenture (Shake Shack Inc.), Indenture (Shake Shack Inc.), Indenture (Shake Shack Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) if other than such coin or currency applicable, that the provisions of Article IV shall not apply to the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries;
(15) if applicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(16) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Subject to any limitation imposed in accordance with paragraph (2) above, the Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Samples: Indenture (Wesbanco Inc), Indenture (Wesbanco Inc), Indenture (Wesbanco Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article Thirteen, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, ' Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, on which a record shall be taken for the determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(v5) the place or places where and the manner in which the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (if other than as provided in Section 3.2) and the office or agency for the Securities of the series maintained by the Issuer pursuant to Section 3.2;
(vi6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, at the option of the Companypart pursuant to any sinking fund or otherwise;
(vii7) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) whether Securities of the series will be issuable as Global Securities;
(11) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Section 10.1(C) will be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or foreign currency or currency unit in which payment of the principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series shall be payable;
(xiii17) if other than ____________________________ is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amount amounts of payment payments of principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series may are to be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi19) the terms and conditionsfor conversion or exchange, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative with respect to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the such series; and
(xviii20) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officers' Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, such Officers' Certificate or in any such indenture supplemental hereto. Any such Board Resolution and or Officers' Certificate referred to above with respect to Securities of any series filed with the Officers’ Certificate setting forth Trustee on or before the terms initial issuance of the Securities of such series shall be delivered incorporated herein by reference with respect to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officers' Certificate were set forth herein in full.
Appears in 3 contracts
Samples: Subordinated Indenture (Hovnanian Enterprises Inc), Subordinated Indenture (Hovnanian Enterprises Inc), Senior Subordinated Indenture (Hovnanian Enterprises Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in or, to the extent authorized by a Board Resolution, an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all such of the following as applicablemay be appropriate to such series:
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.5, 9.6 or 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person or Persons to whom any interest on a Security of the series 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 or the method of determining the same;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedmethod of determining the same;
(iv5) the rate or rates (or method for establishing the rate or rates) at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, Date and/or Special Record Date for the interest payable on any Interest Payment DateDate or other date on which interest is paid (or method for establishing such date or dates);
(v6) the form of payment (whether by cash, securities or other property) in satisfaction of interest requirements of the Securities of the series;
(7) the right of the Company, if any, to defer interest with respect the Securities of the series;
(8) any subordination terms of the Securities of the series;
(9) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi10) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii11) if applicable, the terms and conditions upon which the Securities of the series may be convertible or exchangeable, in whole or in part;
(12) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities Secu- rities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix13) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x14) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii15) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit currencies (including composite currencies) or securities or other property in which payment of the principal of (and premium, if any) or and/or interest on the Securities of the such series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv16) if the principal of (and premium, if any) or and/or interest on the Securities of the such series are to be payable, at the election of the Company or a Holder thereofany Holder, in a coin or currency or currency unit currencies (including composite currencies) or securities or other property 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;
(xv17) whether if the amounts of payments of principal of (and premium, if any) and/or interest on the Securities of such series may be determined with reference to an index, the manner in which such amounts shall be determined;
(18) in the case of Securities of a series the terms of which are issuable as a Global Security andnot established pursuant to subsection (15), (16) or (17) above, the application, if any, of Section 13.2 and/or Section 13.3 to the Securities of such series; or, in such casethe case of Securities the terms of which are established pursuant to subsection (15), (16) or (17) above, the identity adoption and applicability to such Securities of any terms and conditions similar to those contained in Section 13.2 and/or Section 13.3;
(19) if applicable, the issuance of a global security representing all of the Depository Securities of such series and exchange of such global Security for definitive or other Securities representing such series, or the issuance of global securities of any other nature;
(20) any addition to, deletion or modification of any Event of Default applicable to such series;
(xvi21) any provisions providing for or governing one or more series of global Securities, bearer Securities or Securities proposed to be listed or quoted on or in any exchange or market, within or without the United States of America, including provisions which establish the form and terms of such Securities, including interest coupons, and conditionsgovern the manner of payment of principal and interest, if anyregistration and exchange of Securities, under which the Debt Securities may be converted into or exchanged for our Common Stocknotice to Holders, Preferred Stock or other securities (includingActs of Holders, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price waivers and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesall other aspects thereof; and
(xviii22) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent in conflict with the provisions of this IndentureIndenture which apply to such series). All Securities of any one series shall be substantially identical except as to denomination interest rates, method for determining interest rates, Interest Payment Dates, Regular Record Dates, redemption terms, Stated Maturity, denomination, date of authentication, currency or other property, any index for determining amounts payable, and except as may otherwise be provided in or pursuant to such Board Resolution and set forth or determined as provided in such Officers’ ' Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 3 contracts
Samples: Indenture (Citizens Utilities Capital L P), Indenture (Citizens Utilities Capital L P), Indenture (Citizens Utilities Capital L P)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. 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 Prior to the issuance of Securities of any series, any there shall be established in or all pursuant to (i) a Board Resolution of the following as applicable:Issuer, (ii) actions taken pursuant to a Board Resolution of the Issuer and (subject to Section 3.03) set forth, or determined in the manner provided, in an Officer's Certificate with respect to the Issuer, or (iii) one or more indentures supplemental hereto (each of (i), (ii) and (iii), a "SERIES SUPPLEMENT"):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii2) the purchase price, denomination and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.53.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.07);
(iii3) the date or dates on which the principal of and premium and other amounts, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner method of calculating such rate or rates of interest, the method of payment of interest (in which such rates are determinedparticular, whether the interest will be paid in kind or otherwise), the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where where, subject to the provisions of Section 10.02, the principal of (of, premium and premiumother amounts, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the place or places where the Securities may be exchanged or transferred and notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served;
(7) the period or periods within which, the price or prices at which which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, and, if other than as provided in Section 11.03, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii) 8) the obligation, if any, of the Company Issuer to redeem, repay or purchase or repay Securities of the series in whole or in part pursuant to any sinking fund or analogous provisions or upon the happening of a specified event, passage of time, or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) if other than U.S. dollars, the currency or currencies (including currency unit or units) in which payments of principal of, premium and other amounts, if any, and interest on the Securities of the series shall or may by payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto;
(11) if the payments of principal of, premium and other amounts, if any, or interest on the Securities of the series are to be made, at the election of the Issuer or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto;
(12) if the amount of payments of principal of, premium and other amounts, if any, and interest on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined;
(13) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02 or the method by which such portion shall be determined;
(xii14) any modifications of or additions to the Events of Default or the covenants of the Issuer set forth herein with respect to Securities of the series; and whether and the conditions under which the Holders of the Securities of the series may waive any such Event of Default or compliance with any such covenant relating to the Securities of such series;
(15) if either or both of Section 13.02 and Section 13.03 shall be inapplicable, in whole or in part, to the Securities of the series (PROVIDED that if no such inapplicability shall be specified, then both Section 13.02 and Section 13.03 shall be applicable to the Securities of the series); and any modification to either such section as it relates to such series of Securities;
(16) if other than such coin or currency the Trustee, the identity of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of Registrar and any Paying Agent;
(and premium, 17) if any) or interest on the Securities of the series shall be payableissued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) the form of any legend in addition to or in lieu of that in Section 2.04 which shall be borne by such global Security, (iii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as provided in Section 3.05, the circumstances under which any such exchange may occur;
(xiii18) if the amount Holders of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula convert or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on exchange the Securities of the series are to be payable, at the election into or for securities of the Company Issuer or a Holder of other entities or other property (or the cash value thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable), the specific terms of and period during which such conversion or periods within which, and the terms and conditions upon which, such election exchange may be made;
(xv19) whether any provisions for the satisfaction and discharge of the Securities of the series are issuable series, including provisions in addition to or modifying the provisions of Article 4 as a Global Security and, in such case, the identity they pertain to Securities of the Depository for such series;
(xvi20) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 7.01;
(21) any agents for the series, including trustees, depositories, authenticating, conversion, calculation or paying agents, transfer agents or registrars;
(22) the terms and conditionssubordination of the Securities of such series to other indebtedness of the Issuer, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, including without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the any other series; and
(xviii23) any other termsterms of the series, conditions, rights and preferences including any terms which may be required by or advisable under the laws of the United States of America or regulations thereunder or advisable (or limitations on such rights and preferencesas determined by the Issuer) relating to the series (which terms shall not be inconsistent in connection with the provisions marketing of this Indenture)Securities of the series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or by (i) a Board Resolution of the Issuer, (ii) actions taken pursuant to such a Board Resolution of the Issuer and (subject to Section 3.03) set forth forth, or determined in such Officers’ the manner provided, in an Officer's Certificate or in (iii) any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to clause (i) or (ii) of the first sentence of the preceding paragraph, a Board Resolution, copy of such Board Resolution and or an appropriate record of such action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Issuer and delivered to the Trustee at or prior to the delivery of the Company Order corresponding Officer's Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee an Officer's Certificate of the Issuer dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities of in such seriesforms have been complied with.
Appears in 3 contracts
Samples: Senior Debt Indenture (Cnooc LTD), Subordinated Debt Indenture (Nexen Inc), Senior Debt Indenture (Nexen Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities Debentures which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities Debentures may be issued in one or more series in an amount not to exceed the aggregate principal amount of Debentures of that series from time to time as may be authorized by or pursuant to a Board Resolution, or established pursuant to one or more indentures supplemental hereto, prior to the Board initial issuance of DirectorsDebentures of a particular series. There With respect to any Debentures of each series to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution Resolution, and set forth in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities Debentures of any such series, any or all of the following as applicable:
(ia) the title of the Securities Debentures of the series (which shall distinguish the Securities Debentures of the series from all other SecuritiesDebentures);
(iib) the any limit upon the aggregate principal amount of the Securities Debentures of the that series which may be authenticated and delivered under this Indenture (except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderthat series);
(iiic) the date Stated Maturity Date or dates on Dates, which may be serial, and the principal of Company's option, if any, to change the Securities of the series is payable Stated Maturity Date or the manner in which such dates are determinedDates;
(ivd) the rate or rates (which may be fixed or variable) at which the Securities Debentures of the series shall bear interest, interest or the manner in of calculation of such rate or rates, if any;
(e) the basis upon which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) computed if other than denominations a 360-day year composed of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuabletwelve 30-day months;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 3 contracts
Samples: Indenture (Prudential Financial Inc), Indenture (Anthem Inc), Indenture (Prudential Financial Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) if other than such coin or currency applicable, that the provisions of Article IV shall not apply to the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries;
(15) if applicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(16) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Subject to any limitation imposed in accordance with paragraph (2) above, the Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Samples: Indenture (Allegheny Technologies Inc), Indenture (Allegheny Technologies Inc), Indenture (Allegheny Technologies Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificatea Company Order, Officer’s 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder14.05);
(iiic) the date or dates on which the principal of or periods during which the Securities of the series is may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms applicable thereto;
(f) if the amount of payment of principal of, premium, if any, or interest on, the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on, Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the Exchange Rate (in addition to or in lieu of the provision set forth in Section 3.11) between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made (each such place, the “Place of Payment”);
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(viij) the obligationobligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $2,000 and multiples of $1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, amount of discount with which such election Securities may be madeissued;
(xvn) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions in this Indenture related to satisfaction and discharge;
(o) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, (i) the identity of the Depository Depositary for such series;
Global Security or Securities, (xviii) the form of legend in addition to or in lieu of that in Section 3.03(f) which shall be borne by such Global Security, if any, and (iii) the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)individual Securities represented thereby;
(xviip) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be issued;
(q) the form of the Securities of the series;
(r) if the Securities of the series 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 be so convertible or exchangeable, and any additions or changes to permit or facilitate such conversion or exchange;
(s) whether the defeasance Securities of such series are subject to subordination and discharge the terms of such subordination;
(t) whether the Securities of such series shall be secured;
(u) any restriction or covenant defeasance condition on the transferability of the Securities of such series;
(v) any addition or within change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;
(w) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to Securities of such series;
(x) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(z) any addition to or change in the covenants set forth in Article VI which applies to Securities of the series; and
(xviiiaa) any other terms, conditions, rights and preferences (or limitations on terms of the Securities of such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ a Company Order, Officer’s Certificate or in any indenture one or more indentures supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 3 contracts
Samples: Indenture (Tech Data Corp), Indenture (Tech Data Corp), Indenture (Tech Data Corp)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established in or with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth forth, or determined in the manner provided, in an Officers’ Certificate, Certificate or established (iii) in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(i1) the title of the Securities of the series series, including CUSIP Numbers (which title shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, and except for 10.7 or upon the Company’s repurchase of any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderin part at the option of the Holders thereof);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates (which may be fixed, variable or zero) at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determined, of interest;
(5) the date or dates from which such interest interest, if any, shall accrue, accrue or the manner in method by which such date or dates are shall be determined, ;
(6) the Interest Payment Dates on which any such interest interest, if any, shall be payable and and, with respect to Registered Securities, the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date;
(v7) each Place of Payment for the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payableseries;
(vi) 8) the period or periods within which, the price or prices at which which, the currency (if other than Dollars) in which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii9) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, if Registered Securities, and if other than the denomination of $5,000, if Bearer Securities, the denominations in which Securities of the series shall be issuable;
(x11) if other than the TrusteeDollars, the identity of currency for which the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series may be purchased or in which the Securities of the series shall be payable upon declaration of acceleration of denominated and/or the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest , and interest, if any, on the Securities of the series shall be payablepayable and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of this Indenture;
(xiii12) if the amount of payment payments of principal of (and or premium, if any) , or interest interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amount shall be determined;
(13) if the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method based on the prices of securities or commodities, with reference to changes in the prices of securities or commodities or otherwise by application of a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in index, formula or other method by which such amounts amount shall be determined;
(xiv14) if other than the entire principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to Section 5.2 or the method by which such portion shall be determined;
(15) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and premiumthe manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any addition to or modification or deletion of any Events of Default or any covenants of the Company pertaining to the Securities of the series;
(18) under what circumstances, if any, the Company will pay Additional Amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes, assessments or similar governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(19) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest on coupons), or both, and any restrictions applicable to the offering, sale or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;
(20) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(21) the forms of the Securities and coupons, if any, of the series;
(22) if either or both of Section 4.4 relating to defeasance or Section 4.5 relating to covenant defeasance shall not be applicable to the Securities of such series, or, if such defeasance or covenant defeasance shall be applicable to the Securities of such series, any covenants in addition to those specified in Section 4.5 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 or such other means of defeasance or covenant defeasance as may be specified for the Securities of such series;
(23) if other than the Trustee, the identity of the Registrar and any Paying Agent;
(24) if the Securities of the series are to shall be payableissued in whole or in part in global form, at (i) the election of the Company or a Holder thereofDepositary for such global Securities, in a coin or currency or currency unit 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;
(xvii) whether the beneficial owners of interests in any Securities of the series are issuable in global form may exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iii) if other than as a Global Security and, provided in such caseSection 3.5, the identity of the Depository for circumstances under which any such seriesexchange may occur;
(xvi25) whether the terms and conditions, if any, under which the Debt Securities may be converted into subordination provisions contained in Article 12 or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative different subordination provisions will apply to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii26) any other terms, conditions, rights terms of the Securities of such series and preferences any deletions from or modifications or additions to this Indenture in respect of such Securities.
(or limitations on such rights and preferencesc) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons, if any, appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or (i) by a Board Resolution, (ii) by action taken pursuant to such a Board Resolution and (subject to Section 3.3) set forth forth, or determined in such the manner provided, in the related Officers’ Certificate or (iii) in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers’ Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.
Appears in 3 contracts
Samples: Subordinated Indenture (Cadiz Inc), Subordinated Indenture (Capital Markets Co), Subordinated Indenture (Cadiz Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ CertificateOrder or an Officer’s Certificate of the Issuer, 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that Additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.53.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, 14.05) and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the date percentage or dates on percentages of principal amount at which the principal of the Securities of the series is will be issued;
(c) the dates on which or periods during which the Securities of the series may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Foreign Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms applicable thereto;
(f) if the amount of payment of principal of, premium, if any, or interest on, the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on, Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the Exchange Rate (in addition to or in lieu of the provision set forth in Section 3.11) between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Issuer in respect of the Securities of such series may be made (each such place, the “Place of Payment”);
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, if the Issuer is to have that option;
(viij) the obligationobligation or right, if any, of the Company Issuer and the Guarantor to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $US$2,000 and multiples of US$1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon whichamount of discount or premium, if any, with which such election Securities may be madeissued;
(xvn) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related to satisfaction and discharge;
(o) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, (i) the identity of the Depository Depositary for such series;
Global Security or Securities and, if applicable, the Security Custodian therefor if not the Trustee, (xviii) the form of legend in addition to or in lieu of that in Section 3.03(f) which shall be borne by such Global Security and (iii) the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)individual Securities represented thereby;
(xviip) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to permit or facilitate be issued;
(q) the defeasance and discharge or covenant defeasance form of the Securities of the series;
(r) whether the Securities of the series are subject to subordination and the terms of such subordination;
(s) whether the Securities of the series shall be secured;
(t) the securities exchange(s) or within automated quotation system(s) on which the Securities of the series will be listed or admitted to trading, as applicable, if any;
(u) any restriction or condition on the transferability of the Securities of the series;
(v) any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to the Securities of the series;
(w) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to the Securities of the series;
(x) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(z) any addition to or change in the covenants set forth in Article VI which applies to the Securities of the series; and
(xviiiaa) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States or regulations thereunder or advisable (as determined by the Issuer) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ an Order, Officer’s Certificate or in any indenture one or more indentures supplemental hereto. Not all ; provided that, if Additional Securities of any one an existing series need be issued at are issued, such Additional Securities shall not have the same timeCUSIP, and, unless otherwise provided, a series may be reopened for issuances of additional ISIN or other identifying number as the Outstanding Securities of that series unless such series. If any of the terms of the series Additional Securities are established by action taken pursuant to a Board Resolution, fungible with such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order Outstanding Securities for authentication and delivery of Securities of such seriesU.S. federal income tax purposes.
Appears in 3 contracts
Samples: Indenture (CNOOC Finance (2015) U.S.A. LLC), Indenture (CNOOC Finance (2015) U.S.A. LLC), Indenture (CNOOC Finance (2015) U.S.A. LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article Thirteen, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, ' Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, on which a record shall be taken for the determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(v5) the place or places where and the manner in which the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (if other than as provided in Section 3.2) and the office or agency for the Securities of the series maintained by the Issuer pursuant to Section 3.2;
(vi6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, at the option of the Companypart pursuant to any sinking fund or otherwise;
(vii7) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) whether Securities of the series will be issuable as Global Securities;
(11) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Article Ten will not be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or foreign currency or currency unit in which payment of the principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series shall be payable;
(xiii17) if other than First Union National Bank is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amount amounts of payment payments of principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series may are to be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv19) if the principal of (and premiumterms for conversion or exchange, if any) or interest on , with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi20) the terms and conditionswhich, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to Eligible Guarantors, shall guarantee the reservation of such shares for purposes of conversion);
Securities on the terms set forth in Article Fourteen (xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance each of the other Eligible Guarantors that guarantee the Securities of or within the seriesset forth in Article Fourteen, if any, a "Guarantor"); and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officers' Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, such Officers' Certificate or in any such indenture supplemental hereto. Any such Board Resolution and or Officers' Certificate referred to above with respect to Securities of any series filed with the Officers’ Certificate setting forth Trustee on or before the terms initial issuance of the Securities of such series shall be delivered incorporated herein by reference with respect to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officers' Certificate were set forth herein in full.
Appears in 2 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsunlimited. 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 initial issuance of Securities of any series, any or all subject to the last sentence of the following as applicable:this Section 2.3,
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderhereto);
(iii3) the date or dates on which the principal of the Securities of the series is payable (which date or the manner in which such dates are determinedmay be fixed or extendible);
(iv4) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and (in the Regular Record Dates, if any, case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(v5) if other than as provided in Section 4.2, the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(vi6) 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 any terms and conditions upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(vii7) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which and any of 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;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) payable or if the amount of payment payments of principal of (and premium, if any) or and/or interest on the Securities of the series may be determined with reference to an index, formula or other method index based on a coin currency or currency unit other than that in which the Securities of the series are stated to be payabledenominated, the manner in which such amounts shall be determined;
(xiv11) if other than the principal currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(12) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and premiumif so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if anyother than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(13) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or interest on governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(14) if the Securities of the series are to be payable, at the election issuable in definitive form (whether upon original issue or upon exchange of the Company a temporary Security of such series) only upon receipt of certain certificates or a Holder thereof, in a coin other documents or currency or currency unit satisfaction of other than that in which the Securities are stated to be payableconditions, the period form and terms of such certificates, documents or periods within which, and the terms and conditions upon which, such election may be madeconditions;
(xv15) whether any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(16) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all 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 8;
(17) if the Securities of the series are issuable in whole or in part as a one or more Registered Global Security and, in such caseSecurities, the identity of the Depository Depositary for such seriesRegistered Global Security or Securities;
(xvi18) the terms and conditions, if any, under which the Debt Securities may be converted into any other events of default or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative covenants with respect to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical identical, except in the case of Registered Securities as to denomination date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all hereto and any forms and terms of Securities of any one series need to be issued at the same time, and, unless otherwise provided, a series from time to time may be reopened for issuances of additional Securities of such series. If any of completed and established from time to time prior to the terms of the series are established issuance thereof by action taken pursuant to a Board Resolution, procedures described in such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriessupplemental indenture.
Appears in 2 contracts
Samples: Senior Indenture (Aes Trust Ii), Senior Indenture (Aes Trust V)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03 of the Indenture, shall have not been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the Person to whom any interest on any Security of the series shall be payable if other than as set forth in Section 3.07; the rate or rates at which the Securities of the series shall bear interest, any interest or the manner in which of calculation of such rates are determinedrate or rates, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if anyDate, for the interest payable on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and any premium or interest on Securities of the series shall be payable;
(vif) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(viig) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.23.10;
(xiij) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article 12 and if other than such coin or currency a Board Resolution, the manner in which any election by the Company to defease those Securities shall be evidenced;
(k) whether the Securities of the United States series are to be issuable in whole or in part in permanent global form, without coupons, and, if so, (i) the form of America as at any legend or legends which shall be borne by any such permanent Global Security in addition to or in lieu of that set forth in Section 2.02, (ii) any circumstances in addition to or in lieu of those set forth in Clause (2) of the time last paragraph of payment is legal tender Section 3.05 in which such permanent Global Security may be exchanged in whole or in part for payment Securities registered, and in which any transfer of public such permanent Global Security in whole or private debtsin part may be registered, in the coin name of Persons other than the Depositary for such permanent Global Security or a nominee thereof and (iii) the Depositary with respect to any such permanent Global Security or Securities;
(l) the currency or currency unit currencies, including composite currencies, in which payment of the principal of (of, and premiumany premium and interest on, if any) or interest on the Securities of the series shall be payablepayable if other than the currency of the United States of America;
(xiiim) if the principal of, or any premium or interest on, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(n) if the amount of payment payments of principal of (and premiumof, if any) or any premium or interest on on, the Securities of the series may be determined with reference to an index, formula index or other method based on pursuant to a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in which such amounts shall be determined;
(xivo) if the principal amount payable at the Stated Maturity of (and premium, if any) or interest on the any Securities of the series are will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be payablethe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, at including the election principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Company or a Holder thereofStated Maturity (or, in a coin or currency or currency unit other than that any such case, the manner in which the Securities are stated such amount deemed to be payable, the period or periods within which, and the terms and conditions upon which, such election may principal amount shall be madedetermined);
(xvp) whether any addition to or change in the Events of Default which applies to any Securities of the series are issuable as a Global Security and, and any change in such case, the identity right of the Depository for Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.01;
(q) any addition to or change in the covenants set forth in Article Ten which applies to any Securities of the series;
(xvir) the terms and conditionsterms, if any, under on which the Debt Holders of Securities may be converted into convert or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, exchange any adjustment Securities of the applicable conversion price and series into any requirements relative to the reservation securities of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesany Person; and
(xviiis) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth in such the Officers’ ' Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 2 contracts
Samples: Indenture (Avon Products Inc), Indenture (Avon Products Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities Notes may be issued from time to time in one or more series from time to time series. Except as may provided in Section 902, all Notes will vote (or consent) as a single class with the other Notes and otherwise be authorized by the Board treated as Notes for all purposes of Directorsthis Indenture. There The following matters shall be established with respect to each series of Notes issued hereunder 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 issuance of Securities of any series, any or all of the following as applicableNotes Supplemental Indenture:
(i1) the title of the Securities Notes of the series (which title shall distinguish the Securities Notes of the series from all other Securitiesseries of Notes);
(ii2) the any limit (if any) upon the aggregate principal amount of the Securities Notes of the series which that may be authenticated and delivered under this Indenture (except for Securities which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6312(d), 9.5, 11.7 312(e) or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1008);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities Notes of the series is payable or the manner in which method of determination and/or extension of such dates are determineddate or dates, and the amount or amounts of such principal and premium, if any, payments and methods of determination thereof;
(iv4) the rate or rates at which the Securities Notes of the series shall bear interest, if any, or the manner in which method of calculating and/or resetting such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi5) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which Securities Notes 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;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi6) if other than the principal amount thereof, the portion of the principal amount of Securities Notes of the series which that shall be payable upon declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.2;
(xii) if other than such coin 602 or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in by which such amounts portion shall be determined;
(xiv7) if in the principal case of (and premiumany Notes, if any) other than Initial Notes, any addition to or interest on change in the Securities Events of Default which apply to any Notes of the series are to be payable, at and any change in the election right of the Company Trustee or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated requisite Holders of such Notes to be payable, declare the period or periods within which, principal amount thereof due and the terms and conditions upon which, such election may be madepayable pursuant to Section 602;
(xv) whether 8) in the Securities case of the series are issuable as a Global Security andany Notes, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion periodthan Initial Notes, any adjustment of addition to or change in the applicable conversion price covenants set forth in Articles 4 and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series5; and
(xviii9) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to in the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities case of any one series shall be substantially identical except Notes, other than Initial Notes, any addition to or change in the definitions in Section 101 related to additions or changes contemplated by the foregoing clauses (7) and (8). The form of the Notes of such series, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in Exhibit A, may be modified to reflect such Officers’ Certificate or matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any indenture supplemental hereto. Not all Securities Additional Notes issued hereunder that are to be of any one series need be issued at the same time, andseries as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (9) will be treated as the same series, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of designated by the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesCompany.
Appears in 2 contracts
Samples: Indenture (Core & Main, Inc.), Indenture (Nci Building Systems Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Officer's 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:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) the applicability, nonapplicability, or variation, of Article XIV with respect to the Securities of such Series;
(15) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into Common Stock as provided in Article XV or convertible into or exchangeable for any other securities pursuant to Section 3.01(18) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price Company pursuant to Article XV, and any requirements relative to the reservation of such shares for purposes of conversion)variation thereof;
(xvii18) the provisions necessary terms and conditions, if any, pursuant to permit which the Securities are convertible into or facilitate exchangeable for any other securities;
(19) any addition to or change in the defeasance Events of Default set forth in Section 5.01 and discharge or covenant defeasance the covenants set forth in Article X which applies to Securities of the Securities of or within the series;
(20) any requirements for Subsidiary Guarantees by any Subsidiary Guarantors; and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth forth, or determined in such Officers’ the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth the terms of the series. The Company Order for authentication may, from time to time, by adoption of a Board Resolution and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities ("Add On Securities") having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (Top Tankers Inc.), Indenture (Intermagnetics General Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities Notes may be issued from time to time in one or more series from time to time series. Except as may provided in Section 9.2, all Notes will vote (or consent) as a class with the other Notes and otherwise be authorized by the Board treated as Notes for all purposes of Directorsthis Indenture. There The following matters shall be established with respect to each series of Notes issued hereunder 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 issuance of Securities of any series, any or all of the following as applicableNotes Supplemental Indenture:
(i1) the title of the Securities Notes of the series (which title shall distinguish the Securities Notes of the series from all other Securitiesseries of Notes);
(ii2) the any limit (if any) upon the aggregate principal amount of the Securities Notes of the series which that may be authenticated and delivered under this Indenture (except for Securities which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes of the series pursuant to Sections 2.5Section 2.7, 3.42.8, 3.52.9, 3.62.15(d), 9.52.15(e), 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder5.7);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities Notes of the series is payable or the manner in which method of determination and/or extension of such dates are determineddate or dates, and the amount or amounts of such principal and premium, if any, and payments and methods of determination thereof;
(iv4) the rate or rates at which the Securities Notes of the series shall bear interest, if any, or the manner in which method of calculating and/or resetting such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi5) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which Securities Notes of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, if the Issuer is to have the option;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi6) if other than the principal amount thereof, the portion of the principal amount of Securities Notes of the series which that shall be payable upon declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.2;
(xii) if other than such coin 6.2 or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in by which such amounts portion shall be determined;
(xiv7) if in the principal case of (and premiumany Notes, if any) other than Initial Notes, any addition to or interest on change in the Securities Events of Default which apply to any Notes of the series are to be payable, at and any change in the election right of the Company Trustee or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated requisite Holders of such Notes to be payable, declare the period or periods within which, principal amount thereof due and the terms and conditions upon which, such election may be madepayable pursuant to Section 6.2;
(xv) whether 8) in the Securities case of the series are issuable as a Global Security andany Notes, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion periodthan Initial Notes, any adjustment of addition to or change in the applicable conversion price covenants set forth in Articles III and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesIV; and
(xviii9) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to in the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities case of any one series shall be substantially identical except Notes, other than Initial Notes, any addition to or change in the definitions in Section 1.1 related to additions or changes contemplated by the foregoing clauses (7) and (8). The form of the Notes of such series, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in Exhibit A, may be modified to reflect such Officers’ Certificate or matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any indenture supplemental hereto. Not all Securities Additional Notes issued hereunder that are to be of any one series need be issued at the same time, andseries as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (9) will be treated as the same series, unless otherwise provided, a series may be reopened designated by the Issuer; provided that if any Additional Notes are not fungible with the Initial Notes for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board ResolutionU.S. federal income tax purposes, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at Additional Notes will have a separate “CUSIP” or prior to the delivery of the Company Order for authentication and delivery of Securities of such series“ISIN” number.
Appears in 2 contracts
Samples: Indenture (Booz Allen Hamilton Holding Corp), Indenture (Booz Allen Hamilton Holding Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as series, each of which may be authorized by the Board consist of Directorsone or more Tranches. There shall be established in or pursuant to a Board Resolution and set forth in Resolution, a copy of which, certified by the secretary or an Officers’ Certificateassistant secretary of the Issuer, shall be delivered to the Trustee, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any a particular series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including applicable CUSIP numbers (which shall distinguish the Securities of the series from all other Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.12, 3.42.13, 3.5, 3.6, 9.5, 11.7 2.15 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder10.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are (including the Overdue Rate) shall be determined, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are may be determined, the Interest Payment Dates interest payment dates on which such interest shall be payable and the Regular Record Dates, if any, record dates for the determination of Holders to whom interest payable on any Interest Payment Dateis payable;
(v5) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi6) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, pursuant to any sinking fund or otherwise;
(vii7) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix8) 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 repaid, in whole or in part, at the option of the Holder thereof;
(9) if other than denominations of $1,000 and any integral multiple thereofDollars, the denominations coin or currency (including composite currencies or currency units) in which the Securities of the series shall be issuable;
(x) denominated and, if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsdifferent, the coin or currency (including composite currencies or currency unit units) in which payment of the principal of (and premium, if any) or and/or interest on the Securities of the series shall be payable, and if such coin or currency (including composite currencies or currency units) is replaced by the euro, the provisions to effect such replacement;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv10) if the principal of (and premium, if any) or and/or interest on the Securities of the series are to be payable, at the election of the Company Issuer or a Holder thereof, in a coin or currency (including composite currencies or currency unit units) 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;
(xv11) whether if the amount of payments of principal of and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency (including composite currencies or currency units) other than that in which the Securities are stated to be payable or with reference to any other index, the manner in which such amounts shall be determined;
(12) if other than denominations of U.S. $1,000 (or if the Securities are denominated in a currency other than Dollars or in a composite currency, 1,000 units of such other currency or composite currency or other currency units) and any multiple thereof, the denominations in which Securities of the series shall be issuable;
(13) 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 4.1 or provable in bankruptcy pursuant to Section 4.2;
(14) if the Securities of the series are issuable as a Global Security and, in such caseOriginal Issue Discount Securities, the identity price at which and the date on which Securities of the Depository for series are to be issued and the Yield to Maturity at the time of issuance of such series;
(xvi15) if the terms and conditions, if any, under which Securities of the Debt Securities may be converted series are convertible into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitationthe Conversion Price therefor, the initial conversion price or rate, period during which such Securities are convertible and any terms and conditions for the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the serieswhich differ from Article Eleven; and
(xviii16) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall are not be inconsistent with the provisions of this Indenture). All In the case of Securities of a series issued in Tranches, all Securities of any one Tranche shall be substantially identical, except as to denomination. Except as provided in the preceding sentence, all Securities of any one series shall be substantially identical except as to denomination denomination, interest rate and maturity and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all The applicable Resolution or the applicable supplemental indenture may provide that Securities of any one particular series need may be issued at the same timevarious times, andwith different maturities and redemption and repayment provisions (if any) and bearing interest at different rates, unless otherwise providedbut shall for all purposes under this Indenture, a series may including, but not limited to, voting and Events of Default, be reopened for issuances of additional treated as Securities of such a single series. If any of the terms of the series are established by action taken Except as otherwise specified pursuant to a Board Resolutionthis Section 2.6 for Securities of any series, such Board Resolution and interest on the Officers’ Certificate setting forth the terms Securities of the each series shall be delivered to computed on the Trustee at or prior to the delivery basis of the Company Order for authentication and delivery a 360-day year of Securities of such seriestwelve 30-day months.
Appears in 2 contracts
Samples: Indenture (Newmont Mining Corp /De/), Indenture (Newmont Usa LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Corporation with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1305);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the Securities of the series may be issued and on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Security on any Interest Payment Date, or the method by which such date or dates shall be determined, 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 on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, New York, New York where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, where the Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the place or places where notices or demands to or upon the Corporation in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCorporation, if the Corporation is to have that option;
(vii7) the obligation, if any, of the Company Corporation to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or currency or currency unit Currency in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablepayable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company Corporation or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any;
(15) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 1009) of the Corporation with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series 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 Securities of the series are to be issuable in global form, the identity of any initial Depositary therefor;
(19) 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;
(20) the Person to whom any interest on any 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, 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;
(21) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are issuable as a Global Security and, in such caseto be issued upon the exercise of warrants, the identity of the Depository time, manner and place for such seriesSecurities to be authenticated and delivered;
(xvi23) whether, under what circumstances and the Currency in which the Corporation will pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Corporation will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any debt securities of any Person (including the Corporation), the terms and conditionsconditions upon which such Securities will be so convertible or exchangeable;
(25) if payment of the Securities will be guaranteed by any other Person;
(26) the extent and manner, if any, under to which the Debt Securities may be converted into payment on or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance in respect of the Securities of the series will be senior or within will be subordinated to the seriesprior payment of other liabilities and obligations of the Corporation; and
(xviii27) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such a Board Resolution (subject to Section 303) and set forth in such Officers’ Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.supplemental
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 not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ CertificateOrder or an Officer’s Certificate of the Issuer, 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that Additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, 14.05) and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the date percentage or dates on percentages of principal amount at which the principal of the Securities of the series is will be issued;
(c) the dates on which or periods during which the Securities of the series may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Foreign Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms applicable thereto;
(f) if the amount of payment of principal of, premium, if any, or interest on, the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on, Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the Exchange Rate (in addition to or in lieu of the provision set forth in Section 3.11) between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Issuer in respect of the Securities of such series may be made (each such place, the “Place of Payment”);
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, if the Issuer is to have that option;
(viij) the obligationobligation or right, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $US$2,000 and multiples of US$1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon whichamount of discount or premium, if any, with which such election Securities may be madeissued;
(xvn) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related to satisfaction and discharge;
(o) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, (i) the identity of the Depository Depositary for such series;
Global Security or Securities and, if applicable, the Security Custodian therefor if not the Trustee, (xviii) the form of legend in addition to or in lieu of that in Section 3.03(f) which shall be borne by such Global Security and (iii) the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)individual Securities represented thereby;
(xviip) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to permit or facilitate be issued;
(q) the defeasance and discharge or covenant defeasance form of the Securities of the series;
(r) whether the Securities of the series are subject to subordination and the terms of such subordination;
(s) whether the Securities of the series shall be secured;
(t) the securities exchange(s) or within automated quotation system(s) on which the Securities of the series will be listed or admitted to trading, as applicable, if any;
(u) any restriction or condition on the transferability of the Securities of the series;
(v) any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to the Securities of the series;
(w) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to the Securities of the series;
(x) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(z) any addition to or change in the covenants set forth in Article VI which applies to the Securities of the series; and
(xviiiaa) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States or regulations thereunder or advisable (as determined by the Issuer) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ an Order, Officer’s Certificate or in any indenture one or more indentures supplemental hereto. Not all ; provided that, if Additional Securities of any one an existing series need be issued at are issued, such Additional Securities shall not have the same timeCUSIP, and, unless otherwise provided, a series may be reopened for issuances of additional ISIN or other identifying number as the Outstanding Securities of that series unless such series. If any of the terms of the series Additional Securities are established by action taken pursuant to a Board Resolution, fungible with such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order Outstanding Securities for authentication and delivery of Securities of such seriesU.S. federal income tax purposes.
Appears in 2 contracts
Samples: Indenture (CNOOC Finance (2013) Ltd.), Indenture (CNOOC Finance (2013) Ltd.)
Amount Unlimited; Issuable in Series. The Subject to compliance with the representations, warranties and covenants set forth herein, in the Officer’s Certificate, in any indenture supplemental hereto and in any amendment hereto or thereto, the aggregate principal amount of Securities which may be authenticated and delivered under this the Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Resolution of the Board Resolution of Directors and set forth in an Officers’ Officer’s 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.5, 3.6, 9.5, 11.7 2.11 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.03);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record record dates for the determination of Holders to whom interest is payable on such Interest Payment Dates;
(e) the right, if any, for to extend the interest payable on any Interest Payment Datepayment periods and the duration of such extension;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(xj) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued, and, 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 maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xvk) whether the Securities are issuable under Rule 144A or Regulation S and, in such case, any provisions unique to such form of issuance including any transfer restrictions or exchange and registration rights;
(l) any and all other terms of the series (which terms shall not be inconsistent with the provisions of the Indenture) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of Securities in that series;
(m) whether the Securities are issuable as a Global Security and, in such case, the identity of for the Depository Depositary for such series;
(xvin) any deletion from, modification of or addition to the terms and conditions, if any, under which Events of Default or covenants provided for with respect to the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)series;
(xviio) any provisions granting special rights to Holders when a specified event occurs;
(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(q) any special tax implications of the Securities, including provisions necessary for Original Issue Discount Securities;
(r) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to permit the Securities of such series;
(s) any guarantor or facilitate the defeasance and discharge or covenant defeasance co-issuer of the Securities of or within the series;
(t) any special interest premium or other premium;
(u) whether the Securities are convertible or exchangeable into common stock or other equity securities of the Issuer or a combination thereof and the terms and conditions upon which such conversion or exchange shall be effected; and
(xviiiv) any the currency in which payments shall be made, if other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture)than U.S. dollars. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Resolution of the Board Resolution of Directors and set forth in such Officers’ Certificate an Officer’s Certificate, or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, and, and unless otherwise provided, a series may be reopened for issuances issuance of additional Securities of such series; provided that such additional Securities are fungible with the Securities for U.S. federal income tax purposes. If any Additional Securities of the terms such series will be consolidated with, and form a single series with, Securities then Outstanding of the series are such series. Any additional Securities shall be established by action taken in or pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at Board of Directors and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the delivery of the Company Order for authentication and delivery issuance of Securities of any series the following information:
(i) the aggregate principal amount of such seriesadditional Securities to be authenticated and delivered pursuant to the Indenture;
(ii) the issue price, the issue date and the CUSIP number, if any, of such additional Securities; and
(iii) whether such additional Securities shall be transfer restricted Securities or have any registration or exchange rights.
Appears in 2 contracts
Samples: Indenture (Adobe Systems Inc), Indenture (Adobe Systems Inc)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established in or with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth forth, or determined in the manner provided, in an Officers’ Certificate, Certificate or established (iii) in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(i1) the title of the Securities of the series series, including CUSIP Numbers (which title shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, and except for 10.7 or upon the Company’s repurchase of any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderin part at the option of the Holders thereof);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates (which may be fixed, variable or zero) at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determined, of interest;
(5) the date or dates from which such interest interest, if any, shall accrue, accrue or the manner in method by which such date or dates are shall be determined, ;
(6) the Interest Payment Dates on which any such interest interest, if any, shall be payable and and, with respect to Registered Securities, the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date;
(v7) each Place of Payment for the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payableseries;
(vi) 8) the period or periods within which, the price or prices at which which, the currency (if other than Dollars) in which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii9) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, if Registered Securities, and if other than the denomination of $5,000, if Bearer Securities, the denominations in which Securities of the series shall be issuable;
(x11) if other than the TrusteeDollars, the identity of currency for which the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series may be purchased or in which the Securities of the series shall be payable upon declaration of acceleration of denominated and/or the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest , and interest, if any, on the Securities of the series shall be payablepayable and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of this Indenture;
(xiii12) if the amount of payment payments of principal of (and or premium, if any) , or interest interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amount shall be determined;
(13) if the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method based on the prices of securities or commodities, with reference to changes in the prices of securities or commodities or otherwise by application of a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in index, formula or other method by which such amounts amount shall be determined;
(xiv14) if other than the entire principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to Section 5.2 or the method by which such portion shall be determined;
(15) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and the manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any addition to or modification or deletion of any Events of Default or any covenants of the Company pertaining to the Securities of the series;
(18) under what circumstances, if any, the Company will pay Additional Amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes, assessments or similar governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(19) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;
(20) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(21) the forms of the Securities and coupons, if any, of the series;
(22) if either or both of Section 4.4 relating to defeasance or Section 4.5 relating to covenant defeasance shall not be applicable to the Securities of such series, or, if such defeasance or covenant defeasance shall be applicable to the Securities of such series, any covenants in addition to those specified in Section 4.5 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 or such other means of defeasance or covenant defeasance as may be specified for the Securities of such series;
(23) if other than the Trustee, the identity of the Registrar and any Paying Agent;
(24) if the principal Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series and premiumof like tenor of any authorized form and denomination, and (iii) if anyother than as provided in Section 3.5, the circumstances under which any such exchange may occur;
(25) or interest on whether and to what extent the Securities of the series are entitled to be payable, at the election benefit of the Company provisions of Section 9.9 and Article 12 hereof, whether any modification shall be made to such provisions or a Holder thereof, in a coin or currency or currency unit whether any other than that in which provisions shall be made for the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, Guarantee of such election may be made;Securities; and
(xv26) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the any other terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of such series and any deletions from or within the series; andmodifications or additions to this Indenture in respect of such Securities.
(xviiic) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons, if any, appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or (i) by a Board Resolution, (ii) by action taken pursuant to such a Board Resolution and (subject to Section 3.3) set forth forth, or determined in such the manner provided, in the related Officers’ Certificate or (iii) in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers’ Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.
Appears in 2 contracts
Samples: Indenture (Capital Markets Co), Indenture (Cadiz Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by and each such series shall rank equally and pari passu with all other senior and unsubordinated debt of the Board of DirectorsCompany. 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 initial issuance of Securities of any series, any or all subject to the last sentence of the following as applicable:this Section 2.03,
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderhereto);
(iii3) the date or dates on which the principal of the Securities of the series is payable (which date or the manner in which such dates are determinedmay be fixed or extendible);
(iv4) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined and the basis on any Interest Payment Datewhich interest shall be calculated if other than a 360-day year consisting of 12 30-day months;
(v5) if other than as provided in Section 4.02, the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable, any Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(vi6) 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 any terms and conditions upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(vii7) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which and any of 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;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or currency or currency unit in which payment of the principal Principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) payable or if the amount of payment payments of principal of (and premium, if any) or and/or interest on the Securities of the series may be determined with reference to an index, formula or other method index based on a coin currency or currency unit other than that in which the Securities of the series are stated to be payabledenominated, the manner in which such amounts shall be determined;
(xiv11) if other than the principal currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(12) whether and premiumunder what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if anyso, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(13) or interest on if the Securities of the series are to be payable, at the election issuable in definitive form (whether upon original issue or upon exchange of the Company a temporary Security of such series) only upon receipt of certain certificates or a Holder thereof, in a coin other documents or currency or currency unit satisfaction of other than that in which the Securities are stated to be payableconditions, the period form and terms of such certificates, documents or periods within which, and the terms and conditions upon which, such election may be madeconditions;
(xv14) whether any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(15) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all 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 8;
(16) if the Securities of the series are issuable in whole or in part as a one or more Global Security and, in such caseSecurities, the identity of the Depository Depositary for such seriesGlobal Security or Securities;
(xvi17) the terms and conditions, if any, under which the Debt Securities may be converted into any other events of default or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative covenants with respect to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii18) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except identical, as to denomination date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all hereto and any forms and terms of Securities of any one series need to be issued at the same time, and, unless otherwise provided, a series from time to time may be reopened for issuances of additional Securities of such series. If any of completed and established from time to time prior to the terms of the series are established issuance thereof by action taken pursuant to a Board Resolution, procedures described in such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriessupplemental indenture.
Appears in 2 contracts
Samples: Indenture (Sothebys Holdings Inc), Indenture (Sothebys Holdings Inc)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established in or with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth forth, or determined in the manner provided, in an Officers’ Certificate, Certificate or established (iii) in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(i1) the title of the Securities of the series series, including CUSIP Numbers (which title shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, and except for 10.7 or upon the Company’s repurchase of any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderin part at the option of the Holders thereof);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates (which may be fixed, variable or zero) at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determined, of interest;
(5) the date or dates from which such interest interest, if any, shall accrue, accrue or the manner in method by which such date or dates are shall be determined, ;
(6) the Interest Payment Dates on which any such interest interest, if any, shall be payable and and, with respect to Registered Securities, the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date;
(v7) each Place of Payment for the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payableseries;
(vi) 8) the period or periods within which, the price or prices at which which, the currency (if other than Dollars) in which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii9) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, if Registered Securities, and if other than the denomination of $5,000, if Bearer Securities, the denominations in which Securities of the series shall be issuable;
(x11) if other than the TrusteeDollars, the identity of currency for which the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series may be purchased or in which the Securities of the series shall be payable upon declaration of acceleration of denominated and/or the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest , and interest, if any, on the Securities of the series shall be payablepayable and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of this Indenture;
(xiii12) if the amount of payment payments of principal of (and or premium, if any) , or interest interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amount shall be determined;
(13) if the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method based on the prices of securities or commodities, with reference to changes in the prices of securities or commodities or otherwise by application of a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in index, formula or other method by which such amounts amount shall be determined;
(xiv14) if other than the entire principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to Section 5.2 or the method by which such portion shall be determined;
(15) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and the manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any addition to or modification or deletion of any Events of Default or any covenants of the Company pertaining to the Securities of the series;
(18) under what circumstances, if any, the Company will pay Additional Amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes, assessments or similar governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(19) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;
(20) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(21) the forms of the Securities and coupons, if any, of the series;
(22) if either or both of Section 4.4 relating to defeasance or Section 4.5 relating to covenant defeasance shall not be applicable to the Securities of such series, or, if such defeasance or covenant defeasance shall be applicable to the Securities of such series, any covenants in addition to those specified in Section 4.5 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 or such other means of defeasance or covenant defeasance as may be specified for the Securities of such series;
(23) if other than the Trustee, the identity of the Registrar and any Paying Agent;
(24) if the principal Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series and premiumof like tenor of any authorized form and denomination, and (iii) if anyother than as provided in Section 3.5, the circumstances under which any such exchange may occur;
(25) or interest on whether and to what extent the Securities of the series are entitled to be payable, at the election benefit of the Company provisions of Section 9.9 and Article 12 hereof, whether any modification shall be made to such provisions or a Holder thereof, in a coin or currency or currency unit whether any other than that in which provisions shall be made for the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, Guarantee of such election may be made;Securities; and
(xv26) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the any other terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of such series and any deletions from or within the series; andmodifications or additions to this Indenture in respect of such Securities.
(xviiic) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons, if any, appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or (i) by a Board Resolution, (ii) by action taken pursuant to such a Board Resolution and (subject to Section 3.3) set forth forth, or determined in such the manner provided, in the related Officers’ Certificate or (iii) in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers’ Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.
Appears in 2 contracts
Samples: Indenture (Fidelity National Information Services, Inc.), Indenture (Fidelity National Information Services, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article 13, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, Officer's Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:,
(ia) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series;
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.52.11, 3.6, 9.5, 11.7 8.05 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.03);
(iiic) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Foreign Currency);
(d) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ive) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and (in the Regular Record Dates, if any, case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and the any terms and conditions conditions, including the Redemption Notice Period, upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 and any integral multiple thereofthereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xij) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xiik) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsthat series are denominated, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the such series shall be payable;
(xiiil) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company Issuer or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payabledenominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvm) 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 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;
(n) if the Holders of the Securities of the series may convert or exchange the Securities of the series into or for securities of the Issuer or of other entities or other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange may be made;
(o) whether the Securities of the series are will be issuable as a Registered Securities (and if so, whether such Securities will be issuable as Registered Global Security Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Unregistered Securities or Registered Securities or the payment of interest thereon and, if other than as provided in such caseSection 2.08, the identity terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the Depository for series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;
(q) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(r) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(xvis) the terms and conditions, if any, under which the Debt Securities may be converted into any other events of default or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative covenants with respect to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the such series; and
(xviiit) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series and Coupons, if any, appertaining thereto, shall be substantially identical identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officer's Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, such Board Resolution and the Officers’ Officer's Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of in any such seriesindenture supplemental hereto.
Appears in 2 contracts
Samples: Indenture (Nvidia Corp/Ca), Subordinated Indenture (Morgan Stanley Dean Witter & Co)
Amount Unlimited; Issuable in Series. The Subject to compliance with the representations, warranties and covenants set forth herein, in the Officer’s Certificate, in any indenture supplemental hereto and in any amendment hereto or thereto, the aggregate principal amount of Securities which may be authenticated and delivered under this the Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Resolution of the Board Resolution of Directors and set forth in an Officers’ Officer’s 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.5, 3.6, 9.5, 11.7 2.11 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.03);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record record dates for the determination of Holders to whom interest is payable on such Interest Payment Dates;
(e) the right, if any, for to extend the interest payable on any Interest Payment Datepayment periods and the duration of such extension;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, pursuant to any sinking fund or otherwise;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions otherwise or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(xj) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued, and, 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 maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xvk) whether the Securities are issuable under Rule 144A or Regulation S and, in such case, any provisions unique to such form of issuance including any transfer restrictions or exchange and registration rights;
(l) any and all other terms of the series (which terms shall not be inconsistent with the provisions of the Indenture) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of Securities in that series;
(m) whether the Securities are issuable as a Global Security and, in such case, the identity of for the Depository Depositary for such series;
(xvin) any deletion from, modification of or addition to the terms and conditions, if any, under which Events of Default or covenants provided for with respect to the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)series;
(xviio) any provisions granting special rights to holders when a specified event occurs;
(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(q) any special tax implications of the notes, including provisions necessary for Original Issue Discount Securities;
(r) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to permit the Securities of such series;
(s) any guarantor or facilitate the defeasance and discharge or covenant defeasance co-issuer of the Securities of or within the series;
(t) any special interest premium or other premium;
(u) whether the Securities are convertible or exchangeable into common stock or other equity securities of the Issuer or a combination thereof and the terms and conditions upon which such conversion or exchange shall be effected; and
(xviiiv) any the currency in which payments shall be made, if other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture)than U.S. dollars. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Resolution of the Board Resolution of Directors and set forth in such Officers’ Certificate an Officer’s Certificate, or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, and, and unless otherwise provided, a series may be reopened for issuances issuance of additional Securities of such series. If any Additional Securities of the terms such series will be consolidated with, and form a single series with, Securities then Outstanding of the series are such series. Any additional Securities shall be established by action taken in or pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at Board of Directors and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the delivery of the Company Order for authentication and delivery issuance of Securities of any series the following information:
(i) the aggregate principal amount of such seriesadditional Securities to be authenticated and delivered pursuant to the Indenture
(ii) the issue price, issue date and CUSIP number, if any, of such additional Securities; and
(iii) whether such additional Securities shall be transfer restricted Securities or have any registration or exchange rights.
Appears in 2 contracts
Samples: Indenture (Roper Industries Inc), Indenture (Roper Industries Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII;
(xiii15) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi16) any addition to or change in the terms and conditions, if any, under covenants set forth in Article X which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative applies to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii17) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution the Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (United States Steel Corp), Indenture (United States Steel Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this the Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a resolution of the Board Resolution of Directors and set forth in an Officers’ Certificate, 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.5, 3.6, 9.5, 11.7 2.11 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.03);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record record dates for the determination of Holders to whom interest is payable on such Interest Payment Dates;
(e) the right, if any, for to extend the interest payable on any Interest Payment Datepayment periods and the duration of such extension;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, pursuant to any sinking fund or otherwise;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions otherwise or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) 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 Debt and the definition of such Senior Debt 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 Debt, the Securities of such series shall not be subordinate to Senior Debt and shall not constitute Subordinated Securities); and, in the event that the Securities of such series are Subordinated Securities, such resolution of the Board of Directors, 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 “Subordination Provisions” with respect to the Securities of such series;
(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xk) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued, and, 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 maturity thereof pursuant to Section 5.2Section 4.01 or provable in bankruptcy pursuant to Section 4.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xvl) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of for the Depository Depositary for such series;
(xvim) any deletion from, modification of or addition to the terms and conditions, if any, under which Events of Default or covenants provided for with respect to the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)series;
(xviin) any provisions granting special rights to holders when a specified event occurs;
(o) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) any special tax implications of the notes, including provisions necessary for Original Issue Discount Securities;
(q) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to permit the Securities of such series;
(r) any guarantor or facilitate the defeasance and discharge or covenant defeasance co-issuer of the Securities of or within the series;
(s) any special interest premium or other premium;
(t) whether the Securities are convertible or exchangeable into common stock or other equity securities of the Issuer or a combination thereof and the terms and conditions upon which such conversion or exchange shall be effected;
(u) the currency in which payments shall be made, if other than U.S. dollars; and
(xviiiv) any and all other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this the Indenture)) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of Securities in that series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board Resolution of Directors and set forth in such an Officers’ Certificate Certificate, or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, and, and unless otherwise provided, a series may be reopened for issuances issuance of additional Securities of such series. If any Additional Securities of the terms of the such series are established by action taken pursuant to will be consolidated with, and form a Board Resolutionsingle series with, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities then Outstanding of such series.
Appears in 2 contracts
Samples: Indenture (Trinet Group, Inc.), Indenture (Trinet Group Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsunlimited. 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 initial issuance of Securities of any series, any or all subject to the last sentence of the following as applicablethis Section 2.03:
(ia) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series, except to the extent that additional Securities of an existing series are being, or will be, issued;
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto); provided, however, that the authenticated aggregate principal amount of such series may from time to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant time be increased above such amount by Board Resolution to Section 3.3, are deemed never to have been authenticated and delivered hereunder)such effect;
(iiic) the date or dates on which the principal of the Securities of the series is payable payable, or the manner in method of determination thereof (which such date or dates are determinedmay be fixed or extendible);
(ivd) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determinedmethod of determination thereof, the Interest Payment Dates on which such interest shall be payable and (in the Regular Record Dates, if any, case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(ve) if other than as provided in Section 4.02, the place or places where the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be presented for registration of transfer or for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(vif) 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 any terms and conditions upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(viig) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which, the currency or currencies in which and any of 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;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of any of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xiij) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or currency or currency unit in which payment of the principal of (and of, premium, if any) , or interest on the Securities of the series shall be payable;
(xiii) payable or if the amount of payment payments of principal of (and of, premium, if any) or , and/or interest on the Securities of the series may be determined with reference to an index, formula or other method index based on a coin currency or currency unit other than that in which the Securities of the series are stated to be payabledenominated, the manner in which such amounts shall be determined;
(xivk) if other than the currency of the United States of America, the currency or currencies or currency unit or units, including composite currencies, in which payment of the principal of (and of, premium, if any, and interest, if any, on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(l) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(m) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(n) if the Securities of the series are to be payable, at the election issuable in definitive form (whether upon original issue or upon exchange of the Company a temporary Security of such series) only upon receipt of certain certificates or a Holder thereof, in a coin other documents or currency or currency unit satisfaction of other than that in which the Securities are stated to be payableconditions, the period form and terms of such certificates, documents or periods within which, and the terms and conditions upon which, such election may be madeconditions;
(xvo) whether any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series, if other than the Trustee;
(p) provisions, if any, for the legal defeasance or covenant defeasance of the Securities of the series (including provisions permitting defeasance or covenant defeasance of less than all 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 8;
(q) if the Securities of the series are issuable in whole or in part as a one or more Registered Global Security and, Securities or Unregistered Securities in such caseglobal form, the identity of the Depository Depositary or common Depositary for such seriesRegistered Global Security or Securities or Unregistered Securities in global form;
(xvir) any deletions from or modifications of or additions to the Events of Default or covenants with respect to the Securities of the series and any other change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to this Indenture;
(s) if the Securities are to be guaranteed, the terms of such guarantees; and
(t) any other terms of the Securities of the series and conditionsany other deletions from or modifications of or additions to this Indenture in respect of such Securities. Each Depositary designated pursuant to this Section 2.03 must, if anyat the time of its designation and at all times while it serves as Depositary, be either a clearing agency registered under which the Debt Securities may be converted into Exchange Act and any other applicable statute or exchanged for our Common Stockregulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Exchange Act, Preferred Stock or other securities (including, without limitation, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto; provided, however, that the issuance of Securities other than the initial conversion price or rate, Securities of any series must be a “Qualified Reopening” under Treasury Regulation § 1.1275-2(k)(3) (the conversion period, any adjustment of the applicable conversion price and any requirements relative Trustee being entitled to assume compliance with this clause unless notified to the reservation of such shares for purposes of conversion);
(xvii) contrary in writing by the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this IndentureCompany). All Securities of any one series shall need not be substantially identical except as issued at the same time and may be issued from time to denomination and except as may otherwise be time, consistent with the terms of this Indenture, if so provided in by or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all hereto and any forms and terms of Securities of any one series need to be issued at from time to time may be completed and established from time to time prior to the same time, and, unless issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise provided, expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be reopened for issuances of increased and additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall may be delivered issued up to the Trustee at or prior maximum aggregate principal amount authorized with respect to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries as increased.
Appears in 2 contracts
Samples: Indenture (Td Ameritrade Holding Corp), Indenture (TD AMERITRADE Online Holdings Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution one or more Authorizing Resolutions (and to the extent established pursuant to but not set forth in an Officers’ CertificateAuthorizing Resolution, or established in one or more indentures supplemental heretoan Officer’s Certificate detailing such establishment), prior to the initial issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series, and which may be part of a series of Securities previously issued;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable payable, the terms and conditions of any deferral of interest and the Regular Record Datesadditional interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment periods and the duration of the extensions and (in the case of Registered Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(v5) the place or places where and the manner in which, the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi6) the period or periods within whichright, the price or prices at which and the terms and conditions upon which Securities if any, of the series may be redeemedIssuer to redeem Securities, in whole or in part, at the its option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) and the period or periods within which which, or the date or dates on which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(7) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof, and the price or prices at which and the period or periods within which or the date or dates on which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued, and, if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) if other than such coin or currency whether the Securities of the United States series will be issuable as unregistered securities (with or without coupons), any restrictions applicable to the offer, sale or delivery of America as at unregistered securities or the time of payment is legal tender for payment of public or private debtsinterest thereon and, the coin or currency or currency unit in terms upon which payment unregistered securities of any series may be exchanged for Registered Securities of such series and vice versa;
(11) whether and under what circumstances the principal of (and premium, if any) or interest Issuer will pay additional amounts on the Securities of the series shall be payable;
(xiii) if the amount held by a Person who is not a U.S. Person in respect of payment of principal of (and premiumany tax, assessment or governmental charge withheld or deducted and, if any) or interest on so, whether the Issuer will have the option to redeem the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other rather than that in which the Securities are stated to be payable, the manner in which pay such amounts shall be determinedadditional amounts;
(xiv12) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election issuable in definitive form (whether upon original issue or upon exchange of the Company a temporary Security of such series) only upon receipt of certain certificates or a Holder thereof, in a coin other documents or currency or currency unit satisfaction of other than that in which the Securities are stated to be payableconditions, the period form and terms of such certificates, documents or periods within which, and the terms and conditions upon which, such election may be madeconditions;
(xv13) whether any trustees, depositories, authenticating or paying agents, transfer agents or registrars of any other agents with respect to the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi14) the terms and conditionsany deletion from, if any, under which the Debt Securities may be converted into modification of or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative addition to the reservation Events of such shares for purposes of conversion);
(xvii) the provisions necessary Default or covenants with respect to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the such series; and
(xviii15) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided in by or pursuant to such Board the Authorizing Resolution and set forth in such Officers’ or Officer’s Certificate or in any indenture supplemental heretoreferred to above. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a Board Resolution, such Board Authorizing Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesOfficer’s Certificate.
Appears in 2 contracts
Samples: Indenture (Exelon Generation Co LLC), Indenture (Exelon Generation Co LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Officer's 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03 of the Indenture, shall have not been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the Person to whom any interest on any Security of the series shall be payable if other than as set forth in Section 3.07; the rate or rates at which the Securities of the series shall bear interest, any interest or the manner in which of calculation of such rates are determinedrate or rates, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if anyDate, for the interest payable on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and any premium or interest on Securities of the series shall be payable;
(vif) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(viig) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xiij) if applicable, that the Securities of the Series, in whole or any specified part, shall be defeasible pursuant to Section 4.02 or Section 10.08 or both Sections and if other than such coin or currency a Board Resolution, the manner in which any election by the Company to defease those securities shall be evidenced;
(k) whether the Securities of the United States series are to be issuable in whole or in part in permanent global form, without coupons, and, if so, (i) the form of America as at any legend or legends which shall be borne by any such permanent global Security in addition to or in lieu of that set forth in Section 2.02, (ii) any circumstances in addition to or in lieu of those set forth in Clause (2) of the time last paragraph of payment is legal tender Section 3.05 in which such permanent global Security may be exchanged in whole or in part for payment Securities registered, and in which any transfer of public such permanent global Security in whole or private debtsin part may be registered, in the coin name of Persons other than the Depositary for such permanent global Security or a nominee thereof and (iii) the Depositary with respect to any such permanent global Security or Securities;
(l) the currency or currency unit currencies, including composite currencies, in which payment of the principal of (of, and premiumany premium and interest on, if any) or interest on the Securities of the series shall be payablepayable if other than the currency of the United States of America;
(xiiim) if the principal of, or any premium or interest on, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(n) if the amount of payment payments of principal of (and premiumof, if any) or any premium or interest on on, the Securities of the series may be determined with reference to an index, formula index or other method based on pursuant to a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in which such amounts shall be determined;
(xivo) if the principal amount payable at the Stated Maturity of (and premium, if any) or interest on the any Securities of the series are will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be payablethe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, at including the election principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Company or a Holder thereofStated Maturity (or, in a coin or currency or currency unit other than that any such case, the manner in which the Securities are stated such amount deemed to be payable, the period or periods within which, and the terms and conditions upon which, such election may principal amount shall be madedetermined);
(xvp) whether any addition to or change in the Events of Default which applies to any Securities of the series are issuable as a Global Security and, and any change in such case, the identity right of the Depository for Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.01;
(q) any addition to or change in the covenants set forth in Article Ten which applies to any Securities of the series;
(xvir) the terms and conditionsterms, if any, under on which the Debt Holders of Securities may be converted into convert or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, exchange any adjustment Securities of the applicable conversion price and series into any requirements relative to the reservation securities of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesany Person; and
(xviiis) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth in such Officers’ the Officer's Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 2 contracts
Samples: Subordinated Indenture (Pitney Bowes Inc /De/), Indenture (Pitney Bowes Inc /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Officer's 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:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) the applicability, nonapplicability, or variation, of Article XIII with respect to the Securities of such Series;
(15) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV; provided that no series of Securities that is convertible into Common Stock as provided in Article XV or convertible into or exchangeable for any other securities pursuant to Section 3.01(18) shall be subject to Defeasance pursuant to Section 14.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and the name in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price Company pursuant to Article XV, and any requirements relative to the reservation of such shares for purposes of conversion)variation thereof;
(xvii18) the provisions necessary terms and conditions, if any, pursuant to permit which the Securities are convertible into or facilitate exchangeable for any other securities;
(19) any addition to or change in the defeasance and discharge Events of Default set forth in Section 5.01 or covenant defeasance the covenants set forth in Article X which applies to Securities of the Securities of or within the series;
(20) any requirements for Subsidiary Guarantees by any Subsidiary Guarantors; and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth forth, or determined in such Officers’ the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth the terms of the series. The Company Order for authentication may, from time to time, by adoption of a Board Resolution and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities ("Add On Securities") having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (Top Tankers Inc.), Indenture (Intermagnetics General Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) if other than such coin or currency applicable, that the provisions of Article IV shall not apply to the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries;
(15) if applicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(16) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Subject to any limitation imposed in accordance with paragraph (2) above, the Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (Wesbanco Inc), Indenture (Universal Stainless & Alloy Products Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution Resolutions of the Company and set forth in an Officers’ Certificate' Certificates of the Company, 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:
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.05, 3.43.04, 3.53.05, 3.63.06, 9.59.05, 11.7 11.07 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.05);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii7) the obligation, if any, obligation of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series shall be payable;
(xiii12) if the amount of payment of principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv13) if the principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv14) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi15) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment forms of the applicable conversion price and any requirements relative to Securities of that series (if other than the reservation of such shares for purposes of conversionform set forth in Article Two);
(xvii16) any provisions in modification of, in addition to or in lieu of the provisions necessary of Article Fourteen that shall be applicable to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii17) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ ' Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ ' Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Samples: Indenture (Ford Motor Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date, and the basis upon which such interest will be calculated if other than that of a 360-day year of twelve 30-day months;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;; Table of Contents
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) [Reserved];
(15) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(17) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such series;Global Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; Table of Contents
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary covenants set forth in Article X or the Defaults or Events of Default set forth in Article V which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 9.01). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Subject to any limitation imposed in accordance with paragraph (2) above, the Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different initial interest accrual date and a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Hancock Holding Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. 30 The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution Resolutions of the Company and set forth in an Officers’ Certificate' Certificates of the Company, 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:
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.05, 3.43.04, 3.53.05, 3.63.06, 9.59.05, 11.7 11.07 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.05);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii7) the obligation, if any, obligation of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;; 31
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series shall be payable;
(xiii12) if the amount of payment of principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv13) if the principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv14) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi15) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment forms of the applicable conversion price and any requirements relative to Securities of that series (if other than the reservation of such shares for purposes of conversionform set forth in Article Two);
(xvii16) any provisions in modification of, in addition to or in lieu of the provisions necessary of Article Fifteen that shall be applicable to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii17) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ ' Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ ' Certificate setting forth the terms 32 of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities 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 not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iiic) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(d) the date or dates on which the principal of the any Securities of the series is payable or the manner in which such dates are determinedpayable;
(ive) the rate or rates at which the any Securities of the series shall bear interest, or the manner in method or methods by which such rate or rates are shall be determined, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any such interest payable on any Interest Payment Date;
(vf) the place or places where the principal of (and premium, if any, on) and any premium and interest on any Securities of the series shall be payable;
(vig) as applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Companyissuing Company and, if other than by a Board Resolution, the manner in which any election by the issuing Company to redeem the Securities shall be evidenced;
(viih) the obligation, if any, of the issuing Company to redeem, redeem or purchase or repay any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a the Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
(xj) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(k) if other than the Trusteecurrency of the United States of America, the identity currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the Security Registrar and/or Paying Agentseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(xil) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the issuing Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(m) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xiin) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(o) as applicable, whether the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections and, if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsby a Board Resolution, the coin or currency or currency unit manner in which payment of any election by the principal of issuing Company to defease such Securities shall be evidenced;
(and premiump) as applicable, if any) or interest on the that any Securities of the series shall be payable;
(xiii) if issuable in whole or in part in the amount form of payment of principal of (and premium, if any) one or interest on the more Global Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the Depository last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(q) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(r) any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviiis) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e). ); and
(t) in the case of BHFC Securities, the terms and conditions of any Guarantee to be endorsed upon the Securities in addition to or in lieu of the form of Guarantee attached hereto as Annex A. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all With respect to any particular series of Securities issued and outstanding hereunder, the issuing Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue additional Securities within such series (“Add On Securities”) having terms and conditions identical to those of the other outstanding Securities in such series, except that Add On Securities (i) may have a different issue date from other outstanding Securities; (ii) may have a different principal amount than that of other outstanding Securities; (iii) may have terms specified in the relevant Board Resolution or supplemental indenture making appropriate adjustment to Articles Two and Three of this Indenture (and related definitions) applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Securities, which are not adverse in any material respect to the Holders of any one series need be issued at the same time, and, unless otherwise provided, a series other outstanding Securities; and (iv) may be reopened for issuances of entitled to additional or special interest as provided in Section 309 not applicable to other outstanding Securities of and may not be entitled to such seriesadditional or special interest applicable to other outstanding Securities. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be issuing Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers’ Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Samples: Indenture (Berkshire Hathaway Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date, and the basis upon which such interest will be calculated if other than that of a 360-day year of twelve 30-day months;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) [Reserved];
(15) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(17) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary covenants set forth in Article X or the Defaults or Events of Default set forth in Article V which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 9.01). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Subject to any limitation imposed in accordance with paragraph (2) above, the Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities “) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different initial interest accrual date and a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Hancock Holding Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution Resolutions of the Company and set forth in an Officers’ Certificate' Certificates of the Company, 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:
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.05, 3.43.04, 3.53.05, 3.63.06, 9.59.05, 11.7 11.07 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.05);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii7) the obligation, if any, obligation of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the 32 series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series shall be payable;
(xiii12) if the amount of payment of principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv13) if the principal of (and premium, if any, on) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv14) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi15) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment forms of the applicable conversion price and any requirements relative to Securities of that series (if other than the reservation of such shares for purposes of conversionform set forth in Article Two);
(xvii16) any provisions in modification of, in addition to or in lieu of the provisions necessary of Article Four that shall be applicable to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii17) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). 33 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ ' Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ ' Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities Notes may be issued in one or more series, each of which series from time to time as may be authorized by issued in one or more Tranches. Subject to the Board last paragraph of Directors. There this Section, prior to the authentication and delivery of Notes of any series there shall be established by specification in an indenture supplemental hereto or pursuant to in a Board Resolution and set forth Resolution, or in an Officers’ Certificate, or established in Certificate pursuant to one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any hereto or all of the following as applicablea Board Resolution:
(i1) the title of the Securities Notes of the such series (which shall distinguish the Securities Notes of the such series from all Notes of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities Notes of the such series which may be authenticated and delivered under this Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes of the such series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities Notes which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person or Persons (without specific identification) to whom interest on Notes of such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Notes (or one or more Predecessor Notes) are registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities Notes of the series such series, or any Tranche thereof, is payable or the manner in any formula or other method or other means by which such date or dates are shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension);
(iv5) the rate or rates at which the Securities Notes of the series such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the manner in rate or rates at which such Notes shall bear interest prior to Maturity, and, if applicable, the rate or rates are at which overdue premium or interest shall bear interest, if any), or any formula or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue, or the manner in which such dates are determined, ; and the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on such Notes on any Interest Payment Date;
(v6) the right, if any, to extend the interest payment periods and the duration of such extension;
(7) the place or places where at which or methods by which (A) the principal of (and premium, if any, on) and interest, if any, on Notes of such series, or any interest on Securities of the series Tranche thereof, shall be payable, (B) registration of transfer of Notes of such series, or any Tranche thereof, may be effected, (C) exchanges of Notes of such series, or any Tranche thereof, may be effected and (D) notices and demands to or upon the Company in respect of the Notes of such series, or any Tranche thereof, and this Indenture may be served; the Note Registrar and any Paying Agent or Agents for such series, or any Tranche thereof; and if such is the case, that the principal of such Notes shall be payable without presentment or surrender thereof;
(vi) 8) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities any Notes of the series such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem such Notes shall be evidenced;
(vii9) the obligation, if any, of the Company to redeemredeem or purchase any Notes of such series, purchase or repay Securities of the series any Tranche thereof, pursuant to any sinking fund or analogous provisions or at the option of a the Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities any Notes of the series such series, or any Tranche thereof, shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities any Notes of the series such series, or any Tranche thereof, shall be issuable;
(x11) if the amount of principal of or any premium or interest on any Notes of such series, or any Tranche thereof, may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined to the extent not established pursuant to clause (5) of this paragraph;
(12) any collateral, security, assurance or guarantee applicable to the Notes of such series;
(13) if other than Dollars, the currency, currencies or currency units in which the principal of or any premium or interest on any Notes of such series, or any Tranche thereof, shall be payable and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(14) if the principal of or any premium or interest on any Notes of such series, or any Tranche thereof, is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Notes are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Notes as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the entire principal amount thereof, the portion of the principal amount of Securities any Notes of the series such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii16) if the principal amount payable at the Stated Maturity of any Notes of such series, or any Tranche thereof, will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of payment such Notes as of any such date for any purpose thereunder or hereunder, including the principal of (amount thereof which shall be due and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit payable upon any Maturity other than that in the Stated Maturity or which the Securities are stated shall be deemed to be payableOutstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amounts amount deemed to be the principal amount shall be determined);
(xiv17) if applicable, that the principal Notes of (and premiumsuch series, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder any Tranche thereof, in a coin whole or currency any specified part, shall be defeasible pursuant to Section 13.02 or currency unit that the Notes of such series, but not Tranches thereof alone, shall be defeasible pursuant to Section 13.03, or both such sections, and, if other than that by a Board Resolution, the manner in which any election by the Securities are stated Company to defease such Notes shall be payable, the period or periods within which, and the terms and conditions upon which, such election may be madeevidenced;
(xv18) whether if applicable, that any Notes of such series, or any Tranche thereof, shall be issuable in whole or in part in the Securities form of the series are issuable as a one or more Global Security Notes and, in such case, the identity respective Depositaries for such Global Notes, the form of any legend or legends which shall be borne by any such Global Note in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the Depository last paragraph of Section 3.05 in which any such Global Note may be exchanged in whole or in part for Notes registered, and any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Depositary for such seriesGlobal Note or a nominee thereof;
(xvi19) any addition to or change in the terms Events of Default which applies to any Notes of such series, or any Tranche thereof, and conditions, if any, under which any change in the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment right of the applicable conversion price and any requirements relative to Trustee or the reservation requisite Holders of such shares for purposes of conversion)Notes to declare the principal amount thereof due and payable pursuant to Section 5.02;
(xvii20) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit Notes of such series, or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesany Tranche thereof; and
(xviii21) any other termsterms of such series, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series any Tranche thereof (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities Notes of any one series or, if issued in Tranches thereof, any such Tranche, shall be substantially identical except as to denomination and except as may otherwise be determined in the manner provided for in this Indenture. With respect to Notes of a series subject to a Periodic Offering, the indenture supplemental hereto or pursuant to such the Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of which establishes such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and or the Officers’ Certificate setting forth pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Notes of such series and provide either that the specific terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities Notes of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 3.03.
Appears in 1 contract
Samples: Indenture (PNM Resources Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities shall rank equally and pari passu and may be issued in one or more series from time series. The Securities shall not be superior in right of payment to time any securities issued pursuant to the subordinated indenture between the Company and Chemical dated as may be authorized by of December 1, 1992 (the Board of Directors"1992 Subordinated Indenture") or to any indebtedness defined in the 1992 Subordinated Indenture as "pari passu debt". There shall be established in or pursuant to a Board Resolution and Resolution, and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following following, as applicable:applicable (each of which (except for the matters in clauses (1) and (2)), if so provided, may be determined by the Company with respect to unissued Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all Securities of any other Securities)series) and a statement of the nature and extent of the subordination to which the Securities are subject;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.69.06, 9.5, 11.7 11.07 or 12.5, 13.03 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities (and premium, if any), of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in method or methods by which such rate or rates are shall be determined, if any, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are determinedwill be determined or extended, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Registered Security on any Interest Payment Date, the circumstances, if any, in which the Company may defer interest payments and the manner of computing interest if other than as specified in Section 3.11;
(v5) the place or places where where, subject to the provisions of Section 10.02, the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 1.06 will be published;
(vi6) the period or periods within which or the date or dates on which, the price or prices at which which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii7) the obligation, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix8) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Securities of the series are to be issuable with or without coupons or both, the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series (and vice versa) if other than as provided in Sections 3.04 and 3.05, and, in the case of Bearer Securities (or any temporary Global Security representing the same), the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Security of such series of like tenor and term to be issued;
(9) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary for such Global Security or Securities, whether such global form shall be permanent or temporary and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in this Article Three, and, if applicable, the Exchange Date;
(10) whether, and under what conditions, additional amounts will be payable to Holders of Securities of the series pursuant to Section 10.05;
(11) 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 any Bearer Securities of such series shall be issuable, if other than denominations of $5,000 and any integral multiple thereof;
(12) if other than Dollars, the Currency or Currencies of denomination of the Securities of any series, which may be in any Foreign Currency or any composite Currency or index, including but not limited to the ECU, and, if any such Currency of denomination is a composite Currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite Currency;
(13) whether either, both or neither of Section 15.02 or Section 15.03 shall apply to the Securities of the series;
(14) if other than Dollars, the Currency, Currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of the series shall be issuablepayable and the Currency or Currencies, if any, in which payment of the principal of (and premium, if any) or the interest, if any, on Registered Securities at the election of each of the Holders thereof, may also be payable and the periods within which and the terms and conditions upon which such election is to be made and the time and manner of determining the exchange rate between Currency or Currencies in which such Securities are denominated or stated to be paid and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of Section 3.12;
(x15) if the amount of payments of principal of (or premium, if any) or interest, if any, on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(16) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the TrusteePerson in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the identity manner in which, or the Person to whom, any interest on any Bearer Security of the 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 Registrar and/or Paying Agenton an Interest Payment Date will be paid if other than in the manner provided in Section 3.04;
(xi17) the designation of the initial Exchange Rate Agent, if any;
(18) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(19) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii20) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such caseTrustee, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesSecurity Registrar and/or Paying Agent; and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Except as set forth below, all Securities of any one series and the coupons appertaining to Bearer Securities of such series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and (subject to Section 3.03) set forth forth, or determined in the manner provided, in such Officers’ ' Certificate or in any indenture supplemental hereto. Not all Securities of any one particular series need may be issued at various times, with different dates on which the same timeprincipal or any installment of principal is payable, andwith different rates of interest, unless otherwise providedif any, a series or different methods by which rates of interest, if any, may be reopened for issuances of additional Securities of determined, with different dates on which such seriesinterest may be payable and with different Redemption or Repayment Dates and may be denominated in different Currencies or payable in different Currencies. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Samples: Indenture (Bergen Brunswig Corp)
Amount Unlimited; Issuable in Series. The aggregate ------------------------------------ principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities shall rank equally and pari passu and may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and Resolution, and, subject to Section 3.3 set forth forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following following, as applicable:applicable (each of which (except for the matters in clauses (1) and (2)), if so provided, may be determined by the Company with respect to unissued Securities, of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.59.6, 11.7 or 12.5, 13.3 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities (and premium, if any), of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in method or methods by which such rate or rates are shall be determined, if any, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are determinedwill be determined or extended, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Registered Security on any Interest Payment Date, the circumstances, if any, in which the Company may defer interest payments and the manner of computing interest if other than as specified in Section 3.11;
(v5) the place or places where where, subject to the provisions of Section 10.2, the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered or exchanged and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 1.6 will be published;
(vi6) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii7) the obligation, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, the period or periods within which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix8) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Securities of the series are to be issuable with or without coupons or both, the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series (and vice versa) if other than as provided in Sections 3.4 and 3.5, and, in the case of Bearer Securities (or any temporary Global Security representing the same), the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Security of such series of like tenor and term to be issued;
(9) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary for such Global Security or Securities, whether such global form shall be permanent or temporary and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in this Article Three, and, if applicable, the Exchange Date;
(10) whether, and under what conditions, additional amounts will be payable to Holders of Securities of the series pursuant to Section 10.5;
(11) 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 any Bearer Securities of such series shall be issuable, if other than the denominations of $5,000 and any integral multiple thereof;
(12) if other than Dollars, the Currency or Currencies of denomination of the Securities of any series, which may be in any Foreign Currency or any composite Currency or index, including but not limited to the Euro, and, if any such Currency of denomination is a composite Currency other than the Euro, the agency or organization, if any, responsible for overseeing such composite Currency;
(13) that either or both of Section 15.2 or 15.3 shall apply to the Securities of the series;
(14) if other than Dollars, the Currency, Currencies or currency units in which payment of the principal of (and any premium) and interest on any Securities of the series shall be issuablepayable and the Currency or Currencies, if any, in which payment of the principal of (and premium, if any) or the interest on Registered Securities at the election of each of the Holders thereof, may also be payable and the periods within which and the terms and conditions upon which such election is to be made and the time and manner of determining the exchange rate between Currency or Currencies in which such Securities are denominated or stated to be paid and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of Section 3.12;
(x15) if the amount of payments of principal of (or premium, if any) 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;
(16) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the TrusteePerson in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the identity manner in which, or the Person to whom, any interest on any Bearer Security of the 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 Registrar and/or Paying Agenton an Interest Payment Date will be paid if other than in the manner provided in Section 3.4;
(xi17) the designation of the initial Exchange Rate Agent, if any;
(18) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(19) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;; and
(xii20) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such caseTrustee, the identity of the Depository for such seriesSecurity Registrar and/or Paying Agent;
(xvi21) the terms of any pledge of property made to secure the obligations of the Company under the Securities of any series and conditionsthe circumstances, if any, under which the Debt Securities such pledge may be converted into or exchanged for our Common Stockreleased and the limitations, Preferred Stock or other securities (includingif any, without limitation, on recourse against the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation Company on Securities of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii22) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Except as set forth below, all Securities of any one series and the coupons appertaining to Bearer Securities of such series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and (subject to Section 3.3) set forth forth, or determined in the manner provided, in such Officers’ ' Certificate or in any indenture supplemental hereto. Not all Securities of any one particular series need may be issued at various times, with different dates on which the same timeprincipal or any installment of principal is payable, andwith different rates of interest, unless otherwise providedif any, a series or different methods by which rates of interest may be reopened for issuances of additional Securities of determined, with different dates on which such seriesinterest may be payable and with different Redemption or Repayment Dates and may be denominated in different Currencies or payable in different Currencies. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Samples: Indenture (Motorola Inc)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Debt Securities may be issued in one or more series up to the aggregate principal amount of Debt Securities of that series from time to time as may be authorized by or pursuant to a Board Resolution of the Board Company or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Directors. There Debt Securities of any series, there shall be established in or pursuant to a Board Resolution of the Company and set forth in an Officers’ Certificate, ' Certificate of the Company 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 applicablesupplemental:
(i1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities);
(ii2) the any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Sections 2.52.07, 3.42.08, 3.52.09, 3.6, 9.5, 11.7 9.04 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder14.03);
(iii3) the date or dates on which the principal of and premium, if any, on the Debt Securities of the series is payable and the right, if any, to extend the date or the manner in which dates of such dates are determinedpayment;
(iv4) the rate or rates at which the Debt Securities of the series shall bear interest, if any, or the manner in method by which such rates are interest may be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates and the Regular Record Dates, if any, record dates for the determination of holders to whom interest is payable on any such Interest Payment DateDates;
(v5) the place or places where the principal of (of, and premium, if any, on) and any interest on Debt Securities of the series shall be payable;
(vi6) the right, if any, to extend the interest payment periods and the duration of such extension;
(7) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company;, pursuant to any sinking fund or otherwise:
(vii) 8) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, Securityholder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debt Securities of the series shall be issuable;
(xA) the currency of denomination of the Debt Securities of any series, which may be in Dollars or any Foreign Currency, (B) if such Debt Securities are denominated in a Foreign Currency which is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency and (C) if such Debt Securities are denominated in a Foreign Currency other than the Trusteea composite currency, the identity capital city of the Security Registrar and/or Paying Agentcountry of such Foreign Currency;
(xi11) if other than the principal amount thereof, the portion designation of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit currencies in which payment of the principal of (and premium, if any) or and interest on the Debt Securities of the series shall will be payable;
(xiii) made, and, if the amount of such currency or currencies is a Foreign Currency, whether payment of the principal of (and premium, if any) or the interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payableDebt Securities, at the election of the Company or a Holder Securityholder thereof, may instead be payable in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, Dollars and the terms and conditions upon which, which such election may be made;
(xv12) whether any Events of Default with respect to the Debt Securities of a particular series, if not set forth herein;
(13) the form of the Securities of the series are issuable as a including the form of the Certificate of Authentication of such series;
(14) any trustee, authenticating or paying agents, exchange rate agent, warrant agents, transfer agents or registrars with respect to the Debt Securities of such series;
(15) whether the Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Security Securities and, in such case, the identity Depositary for such Global Security or Securities, and whether beneficial owners of interests in any such Global Securities may exchange such interests for other Debt Securities of such series in the manner provided in Section 2.07, and the manner and the circumstances under which and the place or places where any such exchanges may occur if other than in the manner provided in Section 2.07, and any other terms of the Depository for series relating to the global nature of the Global Securities of such series;
(xvi) series and the terms exchange, registration or transfer thereof and conditionsthe payment of any principal thereof, or interest or premium, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)thereon;
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii16) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities 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 not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article Thirteen, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, ' Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, on which a record shall be taken for the determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(v5) the place or places where and the manner in which the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (if other than as provided in Section 3.2) and the office or agency for the Securities of the series maintained by the Issuer pursuant to Section 3.2;
(vi6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, at the option of the Companypart pursuant to any sinking fund or otherwise;
(vii7) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) whether Securities of the series will be issuable as Global Securities;
(11) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Article Ten will not be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or foreign currency or currency unit in which payment of the principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series shall be payable;
(xiii17) if other than First Union National Bank is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amount amounts of payment payments of principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series may are to be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv19) if the principal of (and premiumterms for conversion or exchange, if any) or interest on , with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi20) the terms and conditionswhich, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative Eligible Guarantors, in addition to Hovnanian, shall guarantee the reservation of such shares for purposes of conversion);
Securities on the terms set forth in Article Fourteen (xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance Hovnanian, together with each of the other Eligible Guarantors that guarantee the Securities of or within the seriesset forth in Article Fourteen, if any, a "Guarantor"); and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officers' Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, such Officers' Certificate or in any such indenture supplemental hereto. Any such Board Resolution and or Officers' Certificate referred to above with respect to Securities of any series filed with the Officers’ Certificate setting forth Trustee on or before the terms initial issuance of the Securities of such series shall be delivered incorporated herein by reference with respect to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officers' Certificate were set forth herein in full.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. 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 Prior to the issuance of Securities of any series, any there shall be established in or all of pursuant to (i) a Board Resolution, and (subject to Section 3.03) set forth, or determined in the following as applicablemanner provided, in an Officers’ Certificate, or (ii) one or more indentures supplemental hereto:
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii2) the purchase price, denomination and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.53.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.07);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the place or places where the Securities may be exchanged or transferred;
(7) the period or periods within which, the price or prices at which which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, and, if other than as provided in Section 11.03, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series in whole or in part pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) if other than the TrusteeU.S. dollars, the identity currency or currencies (including currency unit or units) in which payments of principal of, premium, if any, and interest on the Securities of the Security Registrar and/or Paying Agentseries shall or may by payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto;
(xi11) if the payments of principal of, premium, if any, or interest on the Securities of the series are to be made, at the election of the Company or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto;
(12) if the amount of payments of principal of, premium, if any, and interest on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02 or the method by which such portion shall be determined;
(xii14) any modifications of or additions to the Events of Default or the covenants of the Company set forth herein with respect to Securities of the series;
(15) if either or both of Section 13.02 and Section 13.03 shall be inapplicable to the Securities of the series (provided that if no such inapplicability shall be specified, then both Section 13.02 and Section 13.03 shall be applicable to the Securities of the series);
(16) if other than such coin or currency the Trustee, the identity of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of Registrar and any Paying Agent;
(and premium, 17) if any) or interest on the Securities of the series shall be payableissued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) the form of any legend in addition to or in lieu of that in Section 2.06 which shall be borne by such global Security, (iii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as provided in Section 3.05, the circumstances under which any such exchange may occur;
(xiii18) if the amount Holders of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula convert or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on exchange the Securities of the series are to be payable, at the election into or for securities of the Company or a Holder of other entities or other property (or the cash value thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable), the specific terms of and period during which such conversion or periods within which, and the terms and conditions upon which, such election exchange may be made;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States of America or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided (i) by a Board Resolution, and (subject to Section 3.03) set forth, or determined in or pursuant to such Board Resolution and set forth the manner provided, in such an Officers’ Certificate or (ii) in any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers’ Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.
Appears in 1 contract
Samples: Senior Debt Indenture (Interpublic Group of Companies Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series. The title and terms of each series from time to time as may be authorized by the Board of Directors. There Securities shall be established in or pursuant to a Board Resolution and as set forth in or determined pursuant to an Officers’ Certificate, Officer's Certificate or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all which shall set forth such of the following as applicableare applicable to the Securities of such series:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder14.05);
(iiic) the date or dates on which the principal of or periods during which the Securities of the series is may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Foreign Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms concerning such payment;
(f) if the amount of payment of principal of, premium, if any, or interest on the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(viij) the obligationobligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $1,000 and or any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payableissued as Original Issue Discount Securities and the amount of discount with which such Securities may be issued;
(n) the guarantors, at the election if any, of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which Securities of the Securities are stated to be payable, the period or periods within whichseries, and the terms extent of the guarantees (including provisions relating to seniority, subordination, and conditions upon whichthe release of the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such election may be madeSecurities;
(xvo) if the provisions of Article XII hereof shall not be applicable with respect to the Securities of such series; or any addition to or change in the provisions of Article XII and, if the Securities of any series are payable in a Foreign Currency, the Foreign Currency or the nature of the government obligations to be deposited with the Trustee pursuant to Section 12.07 (p) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, the identity of the Depository Depositary for such series;
(xvi) Global Security or Securities and the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate whole or in any indenture supplemental hereto. Not all part for the individual Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.represented thereby;
Appears in 1 contract
Samples: Indenture (LHC Group, Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of DirectorsSeries. There shall be established in or pursuant to a resolution of the Board Resolution of Directors and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, or in the case of a Periodic Offering, Instructions, prior to the issuance of Securities of any series, any or all of the following as applicableSeries:
(ia) the title of the Securities of the series (Series, which shall distinguish the Securities of the series Series from all other Securities)Securities issued by the Company;
(iib) the any limit upon the aggregate principal amount of the Securities of the series which Series that may be authenticated and delivered under this Indenture (Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, for or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, Series pursuant to Section 3.32.08, are deemed never to have been authenticated and delivered hereunder)2.09, 2.11, 8.05 or 12.03;
(iiic) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered for sale to the public;
(d) the date or dates on which the principal of the Securities of the series Series is payable or the manner in which such dates are determinedmethod of determination thereof;
(ive) the rate or rates rates, which may be fixed or variable, or the method or methods of determination thereof (including any procedures to vary or reset such rate or rates), at which the Securities of the series Series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such interest payment dates are determined, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such interest payment dates and the Regular Record Dates, if any, record dates for the determination of Holders to whom interest payable on any Interest Payment Dateis payable;
(vf) the place or places where the principal of (and premiuminterest, if any, on) and any interest on Securities of the series Series shall be payablepayable if other than as provided in Section 3.02;
(vig) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series Series may be redeemed, in whole or in part, at the option of the Company;
(viih) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(i) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixj) the right, if any, of the Company to extend the interest payment periods or defer the payment of interest and the duration of such extension or deferral;
(k) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series Series shall be issuable;
(xl) if other than the Trustee, the identity form of the Security Registrar and/or Paying AgentSecurities, including such legends as required by law or as the Company deems necessary or appropriate and the form of any temporary global security that may be issued;
(xim) if other than the principal amount thereofwhether, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsand under what circumstances, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series any Series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or convertible into other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election securities of the Company or a Holder thereofand, in a coin or currency or currency unit other than that in which the Securities are stated to be payableif so, the period or periods within which, and the terms and conditions upon whichwhich such conversion will be effected, such election may be made;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, including the initial conversion price or rate, the conversion periodperiod and other provisions in addition to or in lieu of those described herein;
(n) the currency or currencies in which payment of the principal of and interest on, Securities of such Series shall be payable;
(o) the terms of any repurchase or remarketing rights;
(p) if other than the Trustee, any adjustment trustees, authenticating agents, Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(q) if the Securities of such Series do not bear interest, the applicable conversion price and any requirements relative to the reservation of such shares dates for purposes of conversion)Section 4.01;
(xviir) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of whether the Securities of such Series are to be issuable in whole or within in part in the seriesform of one or more Depository Securities and, in such case, the Depository for such Securities;
(s) any restrictive covenants or additional Events of Default that will apply to the Securities of such Series, or any changes to the Events of Default set forth in Section 5.01 that will apply to the Securities of Series, which may consist of establishing different terms or provisions from those set forth in Article 3 or Section 5.01 or eliminating any such Event of Default with respect to the Securities of such Series;
(t) the application, if any, of Section 10.01(b) to the Securities of such Series;
(u) any and all additional, eliminated or changed terms that shall apply to the Securities of such Series, including any terms which may be required by or advisable under United States laws or regulations (including the Securities Act and the rules and regulations promulgated thereunder) or advisable in connection with the marketing of Securities of such Series; and
(xviiiv) any other terms, conditions, rights and preferences (or limitations on whether the Securities of such rights and preferences) relating Series shall be subject to the series (which terms shall not be inconsistent with the provisions of this Indenture)a Periodic Offering. All Securities of any one series Series shall be substantially identical except as to denomination and except as otherwise may otherwise be provided in or pursuant to such resolution of the Board Resolution and set forth in such Officers’ Certificate of Directors or in any such indenture supplemental hereto. Not all All Securities of any one series Series need not be issued at the same time, time and, unless otherwise provided, a series Series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesSeries.
Appears in 1 contract
Samples: Indenture (Fluor Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a resolution of the Board Resolution of Directors and set forth in an Officers’ Certificate, 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.5, 3.6, 9.5, 11.7 2.11 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.03);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record record dates for the determination of Holders to whom interest is payable on such Interest Payment Dates;
(e) the right, if any, for to extend the interest payable on any Interest Payment Datepayment periods and the duration of such extension;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, pursuant to any sinking fund or otherwise;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions otherwise or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) 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 Debt and the definition of such Senior Debt 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 Debt, the Securities of such series shall not be subordinate to Senior Debt and shall not constitute Subordinated Securities); and, in the event that the Securities of such series are Subordinated Securities, such resolution of the Board of Directors, 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 “Subordination Provisions” with respect to the Securities of such series;
(j) if other than minimum denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xk) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued, and, 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 maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xvl) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of for the Depository Depositary for such series;
(xvim) any deletion from, modification of or addition to the terms and conditions, if any, under which Events of Default or covenants provided for with respect to the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)series;
(xviin) any provisions granting special rights to Holders when a specified event occurs;
(o) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) any special tax implications of the Securities, including provisions necessary for Original Issue Discount Securities;
(q) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to permit the Securities of such series;
(r) any guarantor or facilitate the defeasance and discharge or covenant defeasance co-issuer of the Securities of or within the series;
(s) any special interest premium or other premium;
(t) whether the Securities are convertible or exchangeable into common stock or other equity securities of the Issuer or a combination thereof and the terms and conditions upon which such conversion or exchange shall be effected;
(u) the currency in which payments shall be made, if other than U.S. dollars; and
(xviiiv) any and all other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of Securities in that series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board Resolution of Directors and set forth in such an Officers’ Certificate Certificate, or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, and, and unless otherwise provided, a series may be reopened for issuances issuance of additional Securities of such series. If any Additional Securities of the terms of the such series are established by action taken pursuant to will be consolidated with, and form a Board Resolutionsingle series with, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities then Outstanding of such series.
Appears in 1 contract
Samples: Indenture (Lightning eMotors, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer's 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities)) and whether such Securities are senior or subordinated;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, 1305 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which any such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable payable, the right, if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (which in the case of Bearer Securities shall be outside the United States), where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 106, the place or places where notices or demands to or upon the Company or, if applicable, the Guarantor in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany or a Holder thereof, if the Company or such Holder is to have that option;
(vii7) the obligationobligation or right, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollar, the coin Currency or currency or currency unit Currencies in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablemade or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any, or any depositaries;
(15) if Sections 1402 and/or 1403 are not applicable to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or, if applicable, the Guarantor with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) 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, whether such Securities of any 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, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;
(19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(20) 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; 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 307;
(21) if 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/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(23) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) whether the Securities of the series are issuable as a Global Security subject to subordination and, in such caseif so, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriessubordination; and
(xviii26) if Securities of the series are not to be guaranteed by the Guarantor and any modification of the terms of the Guarantees as set forth in Article Sixteen;
(27) if the Securities of the series are to be secured and the terms of such security interests.
(28) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in such Officers’ Officer's Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions or pursuant to authority granted by one or more Board Resolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery issuance of the Company Order for authentication and delivery of Securities 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 under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article Thirteen, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, ' Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, on which a record shall be taken for the determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(v5) the place or places where and the manner in which the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (if other than as provided in Section 3.2) and the office or agency for the Securities of the series maintained by the Issuer pursuant to Section 3.2;
(vi6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, at the option of the Companypart pursuant to any sinking fund or otherwise;
(vii7) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) whether Securities of the series will be issuable as Global Securities;
(11) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Section 10.1(C) will be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or foreign currency or currency unit in which payment of the principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series shall be payable;
(xiii17) if other than _____________________________ is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amount amounts of payment payments of principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series may are to be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi19) the terms and conditionsfor conversion or exchange, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative with respect to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the such series; and
(xviii20) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officers' Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, such Officers' Certificate or in any such indenture supplemental hereto. Any such Board Resolution and or Officers' Certificate referred to above with respect to Securities of any series filed with the Officers’ Certificate setting forth Trustee on or before the terms initial issuance of the Securities of such series shall be delivered incorporated herein by reference with respect to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officers' Certificate were set forth herein in full.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Hovnanian Enterprises Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Officer's 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03 of the Indenture, shall have not been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the Person to whom any interest on any Security of the series shall be payable if other than as set forth in Section 3.07; the rate or rates at which the Securities of the series shall bear interest, any interest or the manner in which of calculation of such rates are determinedrate or rates, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if anyDate, for the interest payable on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and any premium or interest on Securities of the series shall be payable;
(vif) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(viig) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xiij) if applicable, that the Securities of the Series, in whole or any specified part, shall be defeasible pursuant to Section 4.02 or Section 10.08 or both Sections and if other than such coin or currency a Board Resolution, the manner in which any election by the Company to defease those securities shall be evidenced;
(k) whether the Securities of the United States series are to be issuable in whole or in part in permanent global form, without coupons, and, if so, (i) the form of America as at any legend or legends which shall be borne by any such permanent global Security in addition to or in lieu of that set forth in Section 2.02, (ii) any circumstances in addition to or in lieu of those set forth in Clause 3.05(b) in which such permanent global Security may be exchanged in whole or in part for Securities registered, and in which any transfer of such permanent global Security in whole or in part may be registered, in the time name of payment is legal tender Persons other than the Depositary for payment of public such permanent global Security or private debts, a nominee thereof and (iii) the coin Depositary with respect to any such permanent global Security or Securities;
(l) the currency or currency unit currencies, including composite currencies, in which payment of the principal of (of, and premiumany premium and interest on, if any) or interest on the Securities of the series shall be payablepayable if other than the currency of the United States of America;
(xiiim) if the principal of, or any premium or interest on, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(n) if the amount of payment payments of principal of (and premiumof, if any) or any premium or interest on on, the Securities of the series may be determined with reference to an index, formula index or other method based on pursuant to a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in which such amounts shall be determined;
(xivo) if the principal amount payable at the Stated Maturity of (and premium, if any) or interest on the any Securities of the series are will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be payablethe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, at including the election principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Company or a Holder thereofStated Maturity (or, in a coin or currency or currency unit other than that any such case, the manner in which the Securities are stated such amount deemed to be payable, the period or periods within which, and the terms and conditions upon which, such election may principal amount shall be madedetermined);
(xvp) whether any addition to or change in the Events of Default which applies to any Securities of the series are issuable as a Global Security and, and any change in such case, the identity right of the Depository for Trustee or the requisite Holders of such seriesSecurities to declare the principal amount thereof due and payable pursuant to Section 5.01;
(xviq) any addition to or change in the terms and conditions, if any, under covenants set forth in Article Ten which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, applies to any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviiir) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth in such Officers’ the Officer's Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Samples: Indenture (Pitney Bowes Credit Corp)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established and (subject to Section 3.3) set forth, or determined in or pursuant to the manner provided, in an Officers' Certificate and a Board Resolution and set forth in an Officers’ Certificate, of the Company 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:
(i1) the title of the Securities of the series (which title shall distinguish the Securities of the series from all other Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to (i) Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, 10.7 and except for (ii) any Securities which, pursuant to the last paragraph of Section 3.3, are deemed never to have been authenticated and delivered hereunderthereunder);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where where, subject to the provisions of Section 9.2, the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii7) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if the amount of payments or principal of, premium, if any, and interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other than the Trusteemethod, the identity of the Security Registrar and/or Paying Agentindex, formula or other method by which such amounts shall be determined;
(xi10) if other than the principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of the acceleration of the Maturity thereof pursuant to Section 5.25.2 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency as provided in Section 3.7, the Person to whom any interest on any Security of the United States of America as at series shall be payable and the time of payment is legal tender for payment of public extent to which, or private debts, the coin or currency or currency unit manner in which payment of (including any certification requirement and other terms and conditions under which), any interest payable on a temporary Security on an Interest Payment Date will be paid if other than in the principal of manner provided in Section 3.4, as applicable;
(and premium12) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(13) any deletions from, modifications of or interest additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article 9 pertaining to the Securities of the series;
(14) under what circumstances, if any, the Company will pay additional amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option);
(15) the date as of which any temporary Security representing outstanding Securities of the series shall be payabledated if other than the date of original issuance of the first Security of the series to be issued;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi16) the terms and conditionsapplicability, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series of Sections 4.4 and 4.5, or such other means of covenant defeasance as may be specified for the Securities of such series;
(17) if other than the Trustee, the identity of the Registrar and any Paying Agent;
(18) any terms which may be related to warrants issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants;
(19) [if applicable, insert--any deletions from, modifications of or --------------------- additions to the subordination provisions set forth in Section 13 pertaining to the Securities of the series;]
(20) the terms and conditions upon which Securities of the series will be convertible into shares of Common Stock of the Company; and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). , including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of the series.
(c) All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such an Officers’ ' Certificate pursuant to this Section 3.1 or in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Corporate Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers' Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series., and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company, or one or more of the Company's agents designated in an Officers' Certificate, in accordance with the Company Order as contemplated by the first proviso of the third paragraph of Section 3.3
Appears in 1 contract
Samples: Indenture (Icos Corp / De)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and an Establishment Action and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than minimum denominations of $1,000 and any integral multiple multiples thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) if other than such coin or currency applicable, that the provisions of Article IV shall not apply to the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries;
(15) if applicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payablesubject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(17) shall be subject to Defeasance pursuant to Section 13.02;
(xiii16) if the amount of payment of principal of (and premiumas applicable, if any) or interest on that the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if issuable in whole or in part in the principal form of (and premium, if any) one or interest on the more Global Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(xvi17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution an Establishment Action referred to above and (subject to Section 3.03) set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to an Establishment Action, a Board Resolution, copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Subject to any limitation imposed in accordance with paragraph (2) above, the Company Order for authentication may, from time to time, by an Establishment Action and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional Securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Southside Bancshares Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities Notes may be issued in one or more series, each of which series from time to time as may be authorized by issued in one or more Tranches. Subject to the Board last paragraph of Directors. There this Section, prior to the authentication and delivery of Notes of any series there shall be established by specification in an indenture supplemental hereto or pursuant to in a Board Resolution and set forth Resolution, or in an Officers’ Certificate, or established in ' Certificate pursuant to one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any hereto or all of the following as applicablea Board Resolution:
(i1) the title of the Securities Notes of the such series (which shall distinguish the Securities Notes of the such series from all Notes of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities Notes of the such series which may be authenticated and delivered under this Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes of the such series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities Notes which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person or Persons (without specific identification) to whom interest on Notes of such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Notes (or one or more Predecessor Notes) are registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities Notes of the series such series, or any Tranche thereof, is payable or the manner in any formula or other method or other means by which such date or dates are shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension);
(iv5) the rate or rates at which the Securities Notes of the series such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the manner in rate or rates at which such Notes shall bear interest prior to Maturity, and, if applicable, the rate or rates are at which overdue premium or interest shall bear interest, if any), or any formula or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue, or the manner in which such dates are determined, ; and the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on such Notes on any Interest Payment Date;
(v6) the right, if any, to extend the interest payment periods and the duration of such extension;
(7) the place or places where at which or methods by which (A) the principal of (and premium, if any, on) and interest, if any, on Notes of such series, or any interest on Securities of the series Tranche thereof, shall be payable, (B) registration of transfer of Notes of such series, or any Tranche thereof, may be effected, (C) exchanges of Notes of such series, or any Tranche thereof, may be effected and (D) notices and demands to or upon the Company in respect of the Notes of such series, or any Tranche thereof, and this Indenture may be served; the Note Registrar and any Paying Agent or Agents for such series, or any Tranche thereof; and if such is the case, that the principal of such Notes shall be payable without presentment or surrender thereof;
(vi) 8) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities any Notes of the series such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem such Notes shall be evidenced;
(vii9) the obligation, if any, of the Company to redeemredeem or purchase any Notes of such series, purchase or repay Securities of the series any Tranche thereof, pursuant to any sinking fund or analogous provisions or at the option of a the Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities any Notes of the series such series, or any Tranche thereof, shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities any Notes of the series such series, or any Tranche thereof, shall be issuable;
(x11) if the amount of principal of or any premium or interest on any Notes of such series, or any Tranche thereof, may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined to the extent not established pursuant to clause (5) of this paragraph;
(12) any collateral, security, assurance or guarantee applicable to the Notes of such series;
(13) if other than Dollars, the currency, currencies or currency units in which the principal of or any premium or interest on any Notes of such series, or any Tranche thereof, shall be payable and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 1.01;
(14) if the principal of or any premium or interest on any Notes of such series, or any Tranche thereof, is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Notes are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Notes as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the entire principal amount thereof, the portion of the principal amount of Securities any Notes of the series such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii16) if the principal amount payable at the Stated Maturity of any Notes of such series, or any Tranche thereof, will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of payment such Notes as of any such date for any purpose thereunder or hereunder, including the principal of (amount thereof which shall be due and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit payable upon any Maturity other than that in the Stated Maturity or which the Securities are stated shall be deemed to be payableOutstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amounts amount deemed to be the principal amount shall be determined);
(xiv17) if applicable, that the principal Notes of (and premiumsuch series, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder any Tranche thereof, in a coin whole or currency any specified part, shall be defeasible pursuant to Section 13.02 or currency unit that the Notes of such series, but not Tranches thereof alone, shall be defeasible pursuant to Section 13.03, or both such sections, and, if other than that by a Board Resolution, the manner in which any election by the Securities are stated Company to defease such Notes shall be payable, the period or periods within which, and the terms and conditions upon which, such election may be madeevidenced;
(xv18) whether if applicable, that any Notes of such series, or any Tranche thereof, shall be issuable in whole or in part in the Securities form of the series are issuable as a one or more Global Security Notes and, in such case, the identity respective Depositaries for such Global Notes, the form of any legend or legends which shall be borne by any such Global Note in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the Depository last paragraph of Section 3.05 in which any such Global Note may be exchanged in whole or in part for Notes registered, and any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Depositary for such seriesGlobal Note or a nominee thereof;
(xvi19) any addition to or change in the terms Events of Default which applies to any Notes of such series, or any Tranche thereof, and conditions, if any, under which any change in the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment right of the applicable conversion price and any requirements relative to Trustee or the reservation requisite Holders of such shares for purposes of conversion)Notes to declare the principal amount thereof due and payable pursuant to Section 5.02;
(xvii20) any addition to or change in the provisions necessary covenants set forth in Article X which applies to permit Notes of such series, or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesany Tranche thereof; and
(xviii21) any other termsterms of such series, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series any Tranche thereof (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities Notes of any one series or, if issued in Tranches thereof, any such Tranche, shall be substantially identical except as to denomination and except as may otherwise be determined in the manner provided for in this Indenture. With respect to Notes of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officers' Certificate pursuant to such supplemental indenture or Board Resolution Resolution, as the case may be, may provide general terms or parameters for Notes of such series and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities provide either that the specific terms of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities Notes of such series. If , or any of the terms of the series are established by action taken pursuant to a Board ResolutionTranche thereof, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at specified in a Company Order or prior to the delivery of that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order for authentication and delivery as contemplated by clause (b) of Securities of such seriesSection 3.03.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities Notes may be issued from time to time in one or more series from time to time series. Except as may provided in Section 902, all Notes will vote (or consent) as a class with the other Notes and otherwise be authorized by the Board treated as Notes for all purposes of Directorsthis Indenture. There The following matters shall be established with respect to each series of Notes issued hereunder 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 issuance of Securities of any series, any or all of the following as applicableNotes Supplemental Indenture:
(i1) the title of the Securities Notes of the series (which title shall distinguish the Securities Notes of the series from all other Securitiesseries of Notes);
(ii2) the any limit (if any) upon the aggregate principal amount of the Securities Notes of the series which that may be authenticated and delivered under this Indenture (except for Securities which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6312(d), 9.5, 11.7 312(e) or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1008);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities Notes of the series is payable or the manner in which method of determination and/or extension of such dates are determineddate or dates, and the amount or amounts of such principal and premium, if any, payments and methods of determination thereof;
(iv4) the rate or rates at which the Securities Notes of the series shall bear interest, if any, or the manner in which method of calculating and/or resetting such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi5) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which Securities Notes 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;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi6) if other than the principal amount thereof, the portion of the principal amount of Securities Notes of the series which that shall be payable upon declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.2;
(xii) if other than such coin 602 or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in by which such amounts portion shall be determined;
(xiv7) if in the principal case of (and premiumany Notes, if any) other than Initial Notes, any addition to or interest on change in the Securities Events of Default which apply to any Notes of the series are to be payable, at and any change in the election right of the Company Trustee or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated requisite Holders of such Notes to be payable, declare the period or periods within which, principal amount thereof due and the terms and conditions upon which, such election may be madepayable pursuant to Section 602;
(xv) whether 8) in the Securities case of the series are issuable as a Global Security andany Notes, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion periodthan Initial Notes, any adjustment of addition to or change in the applicable conversion price covenants set forth in Articles 4 and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series5; and
(xviii9) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to in the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities case of any one series shall be substantially identical except Notes, other than Initial Notes, any addition to or change in the definitions in Section 101 related to additions or changes contemplated by the foregoing clauses (7) and (8). The form of the Notes of such series, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in Exhibit A, may be modified to reflect such Officers’ Certificate or matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any indenture supplemental hereto. Not all Securities Additional Notes issued hereunder that are to be of any one series need be issued at the same time, andseries as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (10) will be treated as the same series, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of designated by the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesCompany.
Appears in 1 contract
Samples: Indenture (Us Foods, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time series. With respect to time as may any Securities to be authorized by the Board of Directors. There authenticated and delivered hereunder, there shall be established or issued in or pursuant to a Board Resolution and set forth in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of any a series, any or all of the following as applicable:,
(ia) the title of the such Securities of the and series (in which such Securities shall distinguish the Securities of the series from all other Securities)be included;
(iib) the any limit upon on 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 the such series pursuant to Sections 2.53.05, 3.43.06, 3.53.07, 3.6, 9.5, 11.7 9.05 or 12.5, 11.07 or the terms of such Securities and except for any Securities whichthat, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(c) whether such Securities may be converted into or exercised or exchanged for debt or equity securities of the Company or one or more third parties, the terms on which conversion, exercise or exchange may occur, including whether conversion, exercise or exchange is mandatory, at the option of the holder or at the Company’s option, the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the amount of securities issuable or deliverable upon conversion, exercise or exchange may be adjusted;
(d) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued;
(e) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.06, (ii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any Global Security and (iii) the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04;
(f) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal principal, or any portion of the principal amount, of such Securities is payable and, if other than the full principal amount thereof, the portion, or the method or methods by which such portion is determined, of the series is principal amount of such Securities payable on such date or the manner in which such dates are determineddates;
(ivg) the rate or rates (which may be fixed or variable) at which the such Securities of the series shall will bear interest, if any, or the manner in method or methods, if any, by which such rate or rates are to be determined, the date or dates dates, if any, from which such interest shall accrue, accrue or the manner in method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates Dates, if any, on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on 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;
(vh) 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 Securities may be surrendered for registration of transfer, any of such Securities may be surrendered for exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served; the extent to which, or the manner in which, any interest payment 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 on any interest on Securities of the series shall Global Security will be payablepaid;
(vii) whether any of such Securities are to be redeemable at the option of the Company or of the Holder thereof and, if so, 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 CompanyCompany or of the Holder thereof and the terms and provisions of such optional redemption;
(viij) the obligation, if any, of whether the Company is obligated to redeem, redeem or purchase or repay any of such Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a any Holder thereof;
(viii) thereof and, if so, the period or periods within which or the date or dates on which, the price or prices at which and the other terms and conditions upon which such Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(ixk) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any of such Securities of the series shall be issuable;
(xl) if other than the Trustee, the identity whether any of the Security Registrar and/or Paying AgentSecurities will be issued as Original Issue Discount Securities;
(xim) if other than the principal amount thereof, the portion of the principal amount of any of such Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02 or the method by which such portion is to be determined;
(xiin) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or currency or currency unit Foreign Currency in which payment of the principal of (and premiumof, if any) any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable and the Securities manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the series shall be payabledefinition of “Outstanding” in Section 1.01;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xivo) if the principal of (and premiumof, if any) any premium or interest on the or any Additional Amounts with respect to, any of such Securities of the series are to be payable, at the election of the Company or a Holder thereofthereof or otherwise, in a coin or currency or currency unit Currency other than that in which the such Securities are stated to be payable, 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 denominated or stated to be payable and the Currency in which such Securities or any of them are to be so payable;
(xvp) whether the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to, such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;
(q) whether the Person in whose name a Security is registered at the close of business on the Regular Record Date for payment of interest shall be entitled to designate some other person as the recipient of such interest payment;
(r) any deletions from (which may be in its entirety), modifications of or additions to the Events of Default or covenants of the series Company or the Guarantor with respect to any of such Securities, whether or not such Events of Default or covenants are issuable as a Global Security andconsistent with the Events of Default or covenants set forth herein and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(s) the applicability, if any, of Section 4.02 to any of such Securities and any provisions in modification of, in addition to or in lieu of any of the provisions of Section 4.02;
(t) if any of such caseSecurities are to be issuable upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(u) 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) if there is more than one Trustee, the identity of the Depository for Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such seriesSecurities;
(xviw) the terms “Stated Intervals” and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares “Record Date” for purposes of conversionSections 312(a) (in the case of non-interest bearing Securities) and 316(c), respectively, of the Trust Indenture Act;
(xviix) any material U.S. federal or Spanish income tax considerations applicable to such Securities and related Guarantees;
(y) any other terms of such Securities which the Company may establish in accordance with Section 9.02;
(z) the provisions necessary deed of issuance (escritura de emisión), which shall be in the Spanish language, related to permit or facilitate that series of Securities, and the defeasance Regulations related to such series of Securities, which shall be in the Spanish language and discharge or covenant defeasance of the Securities of or within the seriesaccompanied by a non-official English translation thereof; and
(xviiiaa) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series deletions from (which terms shall not may be inconsistent with in its entirety), modifications of or additions to the provisions of this Indenture)Section 10.04. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental heretohereto pertaining to such Securities. Not all The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time, time and, unless otherwise providedso provided by the Company, a series may be reopened for issuances of additional Securities of such seriesseries or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series are shall be established by action taken by or pursuant to a Board Resolution, such the Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (BBVA International Preferred, S.A. Unipersonal)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities Debentures which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities Debentures may be issued in one or more series in an amount not to exceed the aggregate principal amount of Debentures of that series from time to time as may be authorized by or pursuant to a Board Resolution, or established pursuant to one or more indentures supplemental hereto, prior to the Board initial issuance of DirectorsDebentures of a particular series. There With respect to any Debentures of each series to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities Debentures of any such series, any or all of the following as applicable:
(ia) the title of the Securities Debentures of the series (which shall distinguish the Securities Debentures of the series from all other SecuritiesDebentures);
(iib) the any limit upon the aggregate principal amount of the Securities Debentures of the that series which may be authenticated and delivered under this Indenture (except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderthat series);
(iiic) the date Stated Maturity Date or dates on Dates, which may be serial, and the principal of Company's option, if any, to change the Securities of the series is payable Stated Maturity Date or the manner in which such dates are determinedDates;
(ivd) the rate or rates (which may be fixed or variable) at which the Securities Debentures of the series shall bear interest, interest or the manner in of calculation of such rate or rates, if any;
(e) the basis upon which such rates are determined, interest shall be computed if other than a 360-day year composed of twelve 30-day months;
(f) the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall will be payable or the manner of determination and frequency of such Interest Payment Dates and the Regular Record DatesDates therefor;
(g) the right, if any, for to extend the interest payable on payment periods and the duration of any Interest Payment Datesuch Deferral Period, including the maximum consecutive period during which interest payment periods may be extended;
(vh) Issue Date or Dates;
(i) authorized denominations;
(j) the place or places where for the payment of principal of (and premium, if any, on) and any interest on Securities of the series shall be payableinterest;
(vik) the date or dates on which or the period or periods within which, the price or prices at which which, and the terms and conditions upon which Securities which, Debentures of the series may be redeemed, in whole or in part, at the option of the Company;
(viil) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities Debentures of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in anticipation of future sinking fund obligations) or at the option of a Holder thereof;
(viii) and the date or dates on which or the period or periods within which or the date or dates on which, the price or prices at which which, and the terms and conditions upon which Securities which, Debentures of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ixm) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities form of the series shall be issuableDebentures of the series, including the form of the Certificate of Authentication for such series;
(xn) if the right or obligation of any Holder or the Company to convert or exchange any Debenture into other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election securities of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions of any such conversion or exchange and, if so provided, the terms and conditions upon whichwhich such conversion or exchange will be effected, including, the conversion or exchange price, the conversion or exchange date(s) or period(s), provisions as to whether conversion or exchange will be at the option of the Holder or the Company, the events requiring adjustment of the conversion or exchange price and provisions affecting conversion or exchange in the event of redemption of the Debenture of any series and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such election may be madeconvertible or exchangeable Debentures or the administration thereof;
(xvo) whether the Securities of the series Debentures are issuable as a Global Security Debenture and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviiip) any and all other terms, conditions, rights and preferences (or limitations on terms with respect to such rights and preferences) relating to the series (which terms shall not be inconsistent with the terms of this Indenture); and
(q) any authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debentures of such series if other than or in addition to any provided for in this Indenture. The Debentures shall be subordinated in right of payment to Senior Indebtedness as provided in Article XII. The Debentures of any series and the Trustee's Certificate of Authentication to be borne by such Debentures shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution and as set forth in an Officers' Certificate, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Debentures of that series may be listed, or to conform to usage, all as may be determined by the Officers executing such Debentures, as evidenced by their execution of such Debentures. All Securities Debentures of any one series shall be substantially identical except as to denomination and except as may otherwise be provided by the Company in or pursuant to such the Board Resolution and set forth in such the Officers’ ' Certificate or in any indenture or indentures supplemental heretohereto pertaining to such series of Debentures. Not all Securities The terms of the Debentures of any series may provide, but are not so limited that the Debentures 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 (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 Debentures of such series as are specified in such Officers' Certificate or supplemental indenture. All Debentures of any one series need not be issued at the same time, time and, unless otherwise providedso provided by the Company, a series may be reopened for issuances of additional Securities Debentures of such seriesseries or to establish additional terms of such series of Debentures. If any of the terms of the Debentures of any series are shall be established by action taken by or pursuant to a Board Resolution, such the Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities Officers' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Anthem Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time series. With respect to time as may the Securities of any particular series, there shall be authorized by established in, or pursuant to the authority granted in, a resolution of the Board of Directors. There shall be established in or pursuant to a Board Resolution , and set forth in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto, hereto prior to the issuance of Securities of any a series, any or all of the following as applicable:
(i1) the form of the Securities of the series;
(2) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii3) the issuing price of the Securities of the series;
(4) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5Section 2.4, 3.6, 9.53.7, 11.7 3.10 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder14.3);
(iii5) the date or dates on which the Securities of the series may be issued;
(6) the date or dates, which may be serial, on which the principal of of, and premium, if any, on, the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv7) the date or dates on which interest, if any, on the Securities of the series will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;
(8) information about any discount and its calculation;
(9) the rate or rates rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, any Overdue Rate (including the rate or rates at which overdue principal shall bear interest, if different from the manner in rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates are at which overdue premium or interest shall bear interest, if any); any formulary or other method or other means by which any such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside this Indenture or otherwise; the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if anyother than as set forth in Section 3.8, for the determination of Holders to whom interest payable on any Interest Payment Dateis payable;
(v10) the place or places where the principal of (of, and premium, if any, and interest, if any, on) and any interest on , the Securities of the series shall be payablepayable (if other than as provided in Section 4.2);
(vi11) the place or places where any of the Securities of the series that are issued in registered form may be surrendered for registration of transfer or exchange, and where any of the Securities may be surrendered for conversion or exchange;
(12) the provisions, if any, establishing the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;
(vii13) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which which, Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix14) if other than denominations of $1,000 1,000, and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x15) if other than the Trusteea denomination of $5,000, the identity denominations in which Securities of the Security Registrar and/or Paying Agentseries to be issued in bearer form will be issuable;
(xi16) whether the Securities of the series are to be issued as Original Issue Discount Securities and, if so, the amount of the discount with respect thereto;
(17) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof with respect thereto pursuant to Section 5.26.1 or payable in bankruptcy pursuant to Section 6.2;
(xii18) any Events of Default or restrictive covenants provided for with respect to the Securities of the series, if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit set forth in which payment of the principal of Section 6.1 and Articles IV and XI;
(and premium, if any19) or interest on in case the Securities of the series shall be payabledo not bear interest, the applicable dates for the purpose of clause (a) of Section 5.1;
(xiii20) if other than as set forth in Article XII, provisions for the satisfaction and discharge of the Securities of the series and this Indenture;
(21) any trustees, paying agents, transfer agents or registrars with respect to the Securities of the series;
(22) whether the Securities of the series are issuable in whole or in part as one or more Global Securities and, in such case, the identity of the Depository for such Global Security or Global Securities;
(23) any restrictions on transfer with respect to the Securities of the series and any legend reflecting such restrictions to be placed on such Securities;
(24) if the amount of payment of principal of (of, and premium, if any) , or interest on interest, if any, on, the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payablemethod, the manner in which such amounts shall be determined;
(xiv25) any exceptions to Section 13.8 or in the definition of "Business Day" with respect to the Securities of the series;
(26) if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments or principal of, and any premium and interest on, such Securities shall or may be payable;
(27) whether the Securities of the series will be convertible into shares of Common Stock or Preferred 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;
(and premium28) the provisions for defeasance of the Securities of the series, if any;
(29) or interest on whether any of the Securities of the series are to be payable, at issued upon the election exercise of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within whichwarrants, and the terms time, manner and conditions upon which, place for such election may Securities to be madeauthenticated and delivered;
(xv30) whether any of the Securities of the series are to be issuable as registered securities, bearer securities or both, whether Securities of the series are to be issuable with or without coupons or both and, if issuable in bearer form, the date as of which the bearer Securities will be dated;
(31) whether, and under what conditions, the Company will pay any additional amounts with respect to the Securities of the series;
(32) the provisions, if any, for electronic issuance of Securities of the series or issuance of Securities of the series in uncertificated form;
(33) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such serieswill have guarantees;
(xvi34) the terms nature of any material relationship between the Trustee and conditionsus or any of our affiliates; the percentage of Securities of the series necessary to require the Trustee to take action and the indemnification, if any, under which the Debt Securities Trustee may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesrequire before taking action; and
(xviii35) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with contrary to the provisions of this Indenture). With respect to Securities of a Series subject to a Periodic Offering, such resolution of the Board of Directors or indenture supplemental hereto may provide general terms or parameters and may provide that the specific terms of particular Securities, 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 3.3. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in in, or pursuant to the authority granted in, such resolution of the Board Resolution and set forth in such Officers’ Certificate of Directors or in any such indenture supplemental hereto. Not all Anything herein to the contrary notwithstanding, the Trustee shall be under no obligation to authenticate and deliver Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of which, established as contemplated by this Section, would affect the series are established by action taken pursuant to a Board Resolutionrights, such Board Resolution and the Officers’ Certificate setting forth the terms duties, obligations, liabilities or immunities of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesunder this Indenture.
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 not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03 of the Indenture, shall have not been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the Person to whom any interest on any Security of the series shall be payable if other than as set forth in Section 3.07; the rate or rates at which the any Securities of the series shall bear interest, interest or the manner in which of calculation of such rates are determinedrate or rates, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the interest payable on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and any premium or interest on Securities of the series shall be payable;
(vif) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(viig) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xiij) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 4.02 and if other than such coin or currency by a Board Resolution, the manner in which any election by the Company to defease those securities shall be evidenced;
(k) whether the Securities of the United States series are to be issuable in whole or in part in permanent global form, without coupons, and, if so, (i) the form of America as at any legend or legends which shall be borne by any such permanent global Security in addition to or in lieu of that set forth in Section 2.02, (ii) any circumstances in addition to or in lieu of those set forth in Clause 3.05(b) in which such permanent global Security may be exchanged in whole or in part for Securities registered, and in which any transfer of such permanent global Security in whole or in part may be registered, in the time name of payment is legal tender Persons other than the Depositary for payment of public such permanent global Security or private debts, a nominee thereof and (iii) the coin Depositary with respect to any such permanent global Security or Securities;
(l) the currency or currency unit currencies, including composite currencies, in which payment of the principal of (of, and premiumany premium and interest on, if any) or interest on the Securities of the series shall be payablepayable if other than the currency of the United States of America;
(xiiim) if the principal of, or any premium or interest on, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(n) if the amount of payment payments of principal of (and premiumof, if any) or any premium or interest on on, the Securities of the series may be determined with reference to an index, formula index or other method based on pursuant to a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in which such amounts shall be determined;
(xivo) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(p) any addition to or change in the Events of Default which applies to any Securities of the series and premium, if anyany change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.01;
(q) or interest whether and under what circumstances the Company will pay additional amounts on the Securities of the series are to be payableheld by a person who is not a U.S. person in respect of any tax, at the election of assessment or governmental charge withheld or deducted and, if so, whether the Company or a Holder thereof, in a coin or currency or currency unit other will have the option to redeem such Securities rather than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, pay such election may be madeadditional amounts;
(xvr) whether any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvis) if the terms and conditions, if any, under which the Debt Securities of any series may be converted into or exchanged for our Common Stock, Preferred Stock stock or other securities (including, without limitationor other property of the Company or other entities, the initial conversion price terms upon which such series may be converted or rate, the conversion periodexchanged, any adjustment of the applicable conversion price and any requirements relative specific terms relating to the reservation of adjustment thereof and the period during which such shares for purposes of conversion)Securities may be so converted or exchanged;
(xviit) any addition to or change in the provisions necessary covenants set forth in Article Ten which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the any Securities of or within the series; and
(xviiiu) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth in the Officers' Certificate that established the form of the Securities of such Officers’ Certificate series or in any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, andconsistent with the terms of this Indenture, unless otherwise providedif so provided in or pursuant to such Board Resolution, a series may be reopened for issuances of additional Securities of such seriesOfficers' Certificate or in any such indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers' Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Corporation with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1305);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the Securities of the series may be issued and on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Security on any Interest Payment Date, or the method by which such date or dates shall be determined, 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 on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, New York, New York where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, where the Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the place or places where notices or demands to or upon the Corporation in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCorporation, if the Corporation is to have that option;
(vii7) the obligation, if any, of the Company Corporation to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or currency or currency unit Currency in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablepayable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company Corporation or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any;
(15) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 1009) of the Corporation with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series 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 Securities of the series are to be issuable in global form, the identity of any initial Depositary therefor;
(19) 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;
(20) the Person to whom any interest on any 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, 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;
(21) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are issuable as a Global Security and, in such caseto be issued upon the exercise of warrants, the identity of the Depository time, manner and place for such seriesSecurities to be authenticated and delivered;
(xvi23) whether, under what circumstances and the Currency in which the Corporation will pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Corporation will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any debt securities of any Person (including the Corporation), the terms and conditionsconditions upon which such Securities will be so convertible or exchangeable;
(25) if payment of the Securities will be guaranteed by any other Person;
(26) the extent and manner, if any, under to which the Debt Securities may be converted into payment on or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance in respect of the Securities of the series will be senior or within will be subordinated to the seriesprior payment of other liabilities and obligations of the Corporation; and
(xviii27) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such a Board Resolution (subject to Section 303) and set forth in such Officers’ Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same The Corporation may, from time to time, andwithout notice to or consent of the Holders, unless otherwise provided, a series may be reopened for issuances of create and issue additional Securities of a series so that such seriesadditional Securities may be consolidated with and form a single series with the Securities of the same series initially issued by the Corporation and shall have the same terms as to status, redemption and otherwise as the Securities of the same series originally issued. If any of the terms of the series are established by action taken pursuant to a one or more Board ResolutionResolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officer’s Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Samples: Indenture (Ovintiv Inc.)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established and (subject to Section 3.3) set forth, or determined in or pursuant to the manner provided, in an Officers' Certificate and a Board Resolution and set forth in an Officers’ Certificate, of the Company 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:
(i1) the title of the Securities of the series (which title shall distinguish the Securities of the series from all other Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to (i) Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, 10.7 and except for (ii) any Securities which, pursuant to the last paragraph of Section 3.3, 3.3 are deemed never to have been authenticated and delivered hereunderthereunder);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where where, subject to the provisions of Section 9.2, the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii7) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x9) if the amount of payments or principal of, premium, if any, and interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other than the Trusteemethod, the identity of the Security Registrar and/or Paying Agentindex, formula or other method by which such amounts shall be determined;
(xi10) if other than the principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of the acceleration of the Maturity thereof pursuant to Section 5.25.2 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency as provided in Section 3.7, the Person to whom any interest on any Security of the United States of America as at series shall be payable and the time of payment is legal tender for payment of public extent to which, or private debts, the coin or currency or currency unit manner in which payment of (including any certification requirement and other terms and conditions under which), any interest payable on a temporary Security on an Interest Payment Date will be paid if other than in the principal of manner provided in Section 3.4, as applicable;
(and premium12) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(13) any deletions from, modifications of or interest additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article 9 pertaining to the Securities of the series;
(14) under what circumstances, if any, the Company will pay additional amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option);
(15) the date as of which any temporary Security representing outstanding Securities of the series shall be payabledated if other than the date of original issuance of the first Security of the series to be issued;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi16) the terms and conditionsapplicability, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series of Sections 4.4 and 4.5, or such other means of defeasance or covenant defeasance as may be specified for the Securities of such series;
(17) if other than the Trustee, the identity of the Registrar and any Paying Agent or transfer agent;
(18) any terms which may be related to warrants issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). , including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of the series.
(c) All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such an Officers’ ' Certificate pursuant to this Section 3.1 or in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Corporate Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers' Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series., and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company, or one or more of the Company's agents designated in an Officers' Certificate, in accordance with the Company Order as contemplated by the first proviso of the third paragraph of Section 3.3
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 not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution Resolution, and set forth 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:,
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.5, 9.6 or 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of (and premium, if any, on) any of the Securities of the series is are payable or the manner in which method of determination thereof and the amount or amounts of any installment of principal payable on such dates are determineddates;
(ivd) the rate or rates rates, or the method of determination thereof, at which any of the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, Date for the interest payable on any Registered Securities on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and interest, if any, on any interest on of the Securities and Coupons, if any, of the series shall be payablepayable and the office or agency for the Securities of the series maintained by the Company pursuant to Section 10.2;
(vif) the period or periods within which, the price or prices at which and the terms and conditions upon which any of the Securities and any Coupons of the series may be redeemed, in whole or in part, at the option of the Company;
(g) the terms of any sinking fund and the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 1,000, if registered, and $5,000, if bearer, and any integral multiple thereofof the applicable denominations, the denominations in which the Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of any of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xiij) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premiumapplication, if any, of Section 4.3, or such other means of satisfaction and discharge as may be specified for the Securities and Coupons, if any, for a series;
(k) any deletions or interest on modifications of or additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article X pertaining to the Securities of the series shall be payableseries;
(xiiil) if the amount forms of payment of principal of (the Securities and premiumCoupons, if any) or interest on the Securities , of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determinedseries;
(xivm) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payableissued as Registered Securities or Bearer Securities (with or without Coupons), at the election or a combination thereof, whether Bearer Securities may be exchanged for Registered Securities of the series and whether Registered Securities may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations) and the circumstances under which and the place or places where any such exchanges, if permitted, may be made; and 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 definitive global form with or without Coupons and, if so, whether beneficial owners of interests in any such definitive global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner provided in Section 3.5;
(n) if the Securities and Coupons, if any, of the series are to be issued upon the exercise of warrants, the time, manner and place for Securities to be authenticated and delivered;
(o) whether and under what circumstances and with what procedures and documentation the Company or will pay additional amounts on any of the Securities and Coupons, if any, of the series to any Holder who is not a Holder thereofUnited States person (including a definition of such term), in respect of any tax, assessment or other governmental charge withheld or deducted from a coin or currency or currency unit other payment thereon and, if so, whether the Company will have the option to redeem such Securities rather than that in which pay additional amounts (and the Securities are stated terms of any such option); (p) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the period Person in whose name that Security (or periods within 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 terms and conditions upon extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.4.
(q) 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 election may be madecase, the Depositary for such Global Security or Securities;
(xvr) whether the Securities of the series are issuable as a Global Security and, in such case, the identity convertible into or exchangeable for any other security or property of the Depository for Company or any other person and the terms upon which such seriesconversion or exchange will occur;
(xvis) whether the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative series are to the reservation of such shares for purposes of conversion);be issuable as Subordinated Debt; and
(xviit) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance any other terms of any of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and the Coupons appertaining to any Bearer Securities of such series shall be substantially identical except as to denomination denomination, the rate or rates of interest, if any, and the Maturity and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.3) set forth in such Officers’ the Officers Certificate referred to above or in any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. The Securities shall be payable as to principal and interest, if any, and any premium payable upon the redemption thereof in Dollars. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action together with such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers, Certificate setting forth the terms of the Securities of such series.
Appears in 1 contract
Samples: First Supplemental Indenture (Washington Mutual Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities)) and whether such Securities are senior or subordinated;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, 1305 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which any such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable payable, the right, if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (which in the case of Bearer Securities shall be outside the United States), where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 106, the place or places where notices or demands to or upon the Company or, if applicable, the Guarantor in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany or a Holder thereof, if the Company or such Holder is to have that option;
(vii7) the obligationobligation or right, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin Currency or currency or currency unit Currencies in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablemade or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any, or any depositaries;
(15) if Sections 1402 and/or 1403 are not applicable to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or, if applicable, the Guarantor with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) if Securities of the series are not to be issuable solely as Registered Securities, whether Securities of the series are to be issuable as Bearer Securities (with or without coupons) or both Registered Securities and Bearer Securities, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether such Securities of any 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, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;
(19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(20) 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; 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 307;
(21) if 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/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(23) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) whether the Securities of the series are issuable as a Global Security subject to subordination and, in such caseif so, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriessubordination; and
(xviii26) if Securities of the series are not to be guaranteed by the Guarantor and any modification of the terms of the Guarantees as set forth in Article Sixteen;
(27) if Securities of the series are guaranteed by any Subsidiary Guarantors and any deletions from, modifications to or additions to Article Seventeen, the Events of Default or covenants with respect to such Subsidiary Guarantors with respect to Securities of the series, whether or not such changes are consistent with Article Seventeen, the Events of Default or covenants set forth herein; and
(28) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in such Officers’ Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions or pursuant to authority granted by one or more Board Resolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery issuance of the Company Order for authentication and delivery of Securities first Security of such series.
Appears in 1 contract
Samples: Indenture (American Axle & Manufacturing Holdings Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(iib) the any limit upon on the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iiic) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(d) the date or dates on which the principal of the and any premium on any Securities of the series is payable or the manner in which such dates are determinedpayable;
(ive) the rate or rates at which the any Securities of the series shall bear interest, or the manner in method or methods by which such rate or rates are shall be determined, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record Dates, if any, Date for the any such interest payable on any Interest Payment Date;
(vf) the place or places where the principal of (and premium, if any, on) and any premium and interest on any Securities of the series shall be payable;
(vig) as applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Companyissuing Company and, if other than by a Board Resolution, the manner in which any election by the issuing Company to redeem the Securities shall be evidenced;
(viih) the obligation, if any, of the issuing Company to redeem, redeem or purchase or repay any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a the Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
(xj) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(k) if other than the Trustee, the identity of the each Security Registrar and/or Paying AgentAgent for the Securities of the series;
(xil) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(m) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the issuing Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which or the dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(n) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02 or the method by which such portion shall be determined;
(xiio) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(p) as applicable, whether the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections and, if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsby a Board Resolution, the coin or currency or currency unit manner in which payment of any election by the principal of issuing Company to defease such Securities shall be evidenced;
(and premiumq) as applicable, if any) or interest on the that any Securities of the series shall be payable;
(xiii) if issuable in whole or in part in the amount form of payment of principal of (and premium, if any) one or interest on the more Global Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the Depository last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(r) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(s) any addition to, deletion from or change in the covenants set forth in Article 10 which applies to Securities of the series;
(xvit) the any other terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e). ); and
(u) in the case of BHFC Securities, the terms and conditions of any Guarantee to be endorsed upon the Securities in addition to or in lieu of the form of Guarantee attached hereto as Annex A. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution and referred to above or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth forth, or determined in such the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at one time. With respect to any particular series of Securities issued and Outstanding hereunder, the same issuing Company may, from time to time, andsubject to compliance with any other applicable provisions of this Indenture, unless otherwise providedat the option of such issuing Company without the consent of the Holders, a series may be reopened for issuances of create and issue additional Securities of such series (“Add On Securities”) having terms and conditions identical to those of the other Outstanding Securities in such series, except that Add On Securities (i) may have a different issue date from other Outstanding Securities; (ii) may have a different principal amount than that of other Outstanding Securities; (iii) may have terms specified in the relevant Board Resolution or supplemental indenture making appropriate adjustment to Articles 2 and 3 of this Indenture (and related definitions) applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Securities, which are not adverse in any material respect to the Holders of any other Outstanding Securities; and (iv) may be entitled to additional or special interest as provided in Section 3.07 not applicable to other Outstanding Securities and may not be entitled to such additional or special interest applicable to other Outstanding Securities. If any of the terms of the series of Securities are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be issuing Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers’ Certificate setting forth the terms of Securities the series of such seriesSecurities.
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 not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Officer’s 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:,
(i1) the title of the Securities of the series series, including CUSIP Numbers, if any, (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity currency of the Security Registrar and/or Paying AgentUnited States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(xi11) 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;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xii14) the applicability, nonapplicability, or variation, of Article XII with respect to the Securities of such Series;
(15) if other than such coin or currency of the United States of America and as at the time of payment is legal tender for payment of public or private debtsapplicable, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on that the Securities of the series shall be payable;
(xiii) if issuable in whole or in part in the amount form of payment of principal of (and premium, if any) one or interest on the more Global Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository Depositary or Depositaries for such seriesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and the name in which any such transfer may be registered;
(xvi16) the terms and conditions pursuant to which the Securities are convertible into Common Stock of the Company pursuant to Article XIII, and any variation thereof;
(17) the terms and conditions, if any, under pursuant to which the Debt Securities may be converted are convertible into or exchanged exchangeable for our Common Stock, Preferred Stock or any other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)securities;
(xvii18) any addition to or change in the provisions necessary Events of Default set forth in Section 5.01 or the covenants set forth in Article X which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth forth, or determined in such Officers’ the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. The Company Order for authentication may, from time to time, by adoption of a Board Resolution and delivery subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such seriesseries of Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Payton Shipping Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article 13, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, Officer's Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:,
(ia) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series;
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.52.11, 3.6, 9.5, 11.7 8.05 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.03);
(iiic) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Foreign Currency);
(d) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ive) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and (in the Regular Record Dates, if any, case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and the any terms and conditions conditions, including the Redemption Notice Period, upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 and any integral multiple thereofthereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xij) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xiik) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsthat series are denominated, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the such series shall be payable;
(xiiil) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company Issuer or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payabledenominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvm) 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 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;
(n) if the Holders of the Securities of the series may convert or exchange the Securities of the series into or for securities of the Issuer or of other entities or other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange may be made;
(o) whether the Securities of the series are will be issuable as a Registered Securities (and if so, whether such Securities will be issuable as Registered Global Security Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Unregistered Securities or Registered Securities or the payment of interest thereon and, if other than as provided in such caseSection 2.08, the identity terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the Depository for series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;
(q) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(r) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(xvis) any additions, modifications or deletions in the terms and conditionsDefaults, if any, under which the Debt Securities may be converted into Events of Default or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment covenants of the applicable conversion price and any requirements relative Issuer set forth herein with respect to the reservation Securities of such shares for purposes of conversion)series;
(xviit) any modifications to the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance definition of the Securities of or within the seriesSenior Indebtedness, as contemplated by clause (ii) thereof; and
(xviiiu) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series and Coupons, if any, appertaining thereto, shall be substantially identical identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officer's Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, andconsistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such indenture supplemental hereto. Notwithstanding Section 2.03(b) hereof and unless otherwise provided, expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be reopened for issuances of increased and additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall may be delivered issued up to the Trustee at or prior maximum aggregate principal amount authorized with respect to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries as increased.
Appears in 1 contract
Samples: Subordinated Indenture (Morgan Stanley Capital Trust VIII)
Amount Unlimited; Issuable in Series. The Subject to compliance with this Section 2.03, the aggregate principal amount of Securities which may be authenticated and delivered under this the Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Resolution of the Board Resolution of Directors and set forth in an Officers’ Officer’s 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:
(ia) the title of the Securities of the series including CUSIP numbers, if available (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this the Indenture (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.4Section 2.09, 3.5, 3.6, 9.5, 11.7 Section 2.11 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.03);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record record dates for the determination of Holders to whom interest is payable on such Interest Payment Dates;
(e) the right, if any, for to extend the interest payable on any Interest Payment Datepayment periods and the duration of such extension;
(vf) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vig) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer;
(viih) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixi) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(xj) if other than the Trustee, the identity percentage of the Security Registrar and/or Paying Agent;
(xi) principal amount at which the Securities will be issued, and, 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 maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xvk) whether the Securities are issuable under an exemption under the Securities Act and, in such case, any provisions unique to such form of issuance including any transfer restrictions or exchange and registration rights;
(l) any and all other terms of the series (which terms shall not be inconsistent with the provisions of the Indenture) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of Securities in that series;
(m) whether the Securities are issuable as a Global Security and, in such case, the identity of the Depository Depositary for such series;
(xvin) any deletion from, modification of or addition to the terms and conditions, if any, under which Events of Default or covenants provided for with respect to the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)series;
(xviio) any provisions granting special rights to Holders when a specified event occurs;
(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person (within the meaning of Regulation S under the Securities Act) in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(q) any special tax implications of the Securities, including provisions necessary for Original Issue Discount Securities;
(r) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to permit the Securities of such series;
(s) any guarantor or facilitate the defeasance and discharge or covenant defeasance co-issuer of the Securities of or within the series;
(t) any special interest premium or other premium;
(u) whether the Securities are convertible or exchangeable into common stock or other equity securities of the Issuer or a combination thereof and the terms and conditions upon which such conversion or exchange shall be effected; and
(xviiiv) any the currency in which payments shall be made, if other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture)than U.S. dollars. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Resolution of the Board Resolution of Directors and set forth in such Officers’ Certificate an Officer’s Certificate, or in any indenture supplemental hereto. Not all The Issuer may, without the consent of the Holders, increase the principal amount of the Securities of any one series need be issued at by issuing additional Securities of the same timeseries in the future on the same terms and conditions as the Securities of such series, except for any differences in the issue price and, unless otherwise providedif applicable, the initial interest accrual date and interest payment date; provided that the additional Securities are fungible with the Securities of such series for U.S. federal income tax purposes. The additional Securities will have the same CUSIP number as the Securities of the applicable series. Under the Indenture, the Securities of any series and any additional Securities of such series the Issuer may issue in the future will be treated as a single series may be reopened for issuances all purposes under the Indenture, including for purposes of additional determining whether the required percentage of the Holders of record of the Securities of such series has given approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of all Holders of the Securities of such series. If any of the terms of the series are There shall be established by action taken in or pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at Board of Directors and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the delivery issuance of the Company Order for authentication and delivery of any additional Securities of any series:
(i) the aggregate principal amount of such seriesadditional Securities to be authenticated and delivered pursuant to the Indenture;
(ii) the issue price, the issue date and the CUSIP number, if any, of such additional Securities and, to the extent applicable, the date from which interest shall accrue on, and the initial Interest Payment Date for, such additional Securities; and
(iii) whether such additional Securities shall be transfer restricted Securities or have any registration or exchange rights.
Appears in 1 contract
Samples: Indenture (NBCUniversal Media, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsunlimited. 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 initial issuance of Securities of any series, any or all subject to the last sentence of the following as applicablethis Section 2.03:
(ia) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series, except to the extent that additional Securities of an existing series are being, or will be, issued;
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto); provided, however, that the authenticated aggregate principal amount of such series may from time to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant time be increased above such amount by Board Resolution to Section 3.3, are deemed never to have been authenticated and delivered hereunder)such effect;
(iiic) the date or dates on which the principal of the Securities of the series is payable payable, or the manner in method of determination thereof (which such date or dates are determinedmay be fixed or extendible);
(ivd) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determinedmethod of determination thereof, the Interest Payment Dates on which such interest shall be payable and (in the Regular Record Dates, if any, case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(ve) if other than as provided in Section 4.02, the place or places where the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be presented for registration of transfer or for exchange, notices, demands to or upon the Corporate in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(vif) the right, if any, of the Corporate 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 any terms and conditions upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(viig) the obligation, if any, of the Company Corporate to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which, the currency or currencies in which and any of 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;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of any of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xiij) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or currency or currency unit in which payment of the principal of (and of, premium, if any) , or interest on the Securities of the series shall be payable;
(xiii) payable or if the amount of payment payments of principal of (and of, premium, if any) or , and/or interest on the Securities of the series may be determined with reference to an index, formula or other method index based on a coin currency or currency unit other than that in which the Securities of the series are stated to be payabledenominated, the manner in which such amounts shall be determined;
(xivk) if other than the currency of the United States of America, the currency or currencies or currency unit or units, including composite currencies, in which payment of the principal of (and of, premium, if any, and interest, if any, on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(l) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(m) whether and under what circumstances the Corporate will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Corporate will have the option to redeem such Securities rather than pay such additional amounts;
(n) if the Securities of the series are to be payable, at the election issuable in definitive form (whether upon original issue or upon exchange of the Company a temporary Security of such series) only upon receipt of certain certificates or a Holder thereof, in a coin other documents or currency or currency unit satisfaction of other than that in which the Securities are stated to be payableconditions, the period form and terms of such certificates, documents or periods within which, and the terms and conditions upon which, such election may be madeconditions;
(xvo) whether any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series, if other than the Trustee;
(p) provisions, if any, for the legal defeasance or covenant defeasance of the Securities of the series (including provisions permitting defeasance or covenant defeasance of less than all 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 8;
(q) if the Securities of the series are issuable in whole or in part as a one or more Registered Global Security and, Securities or Unregistered Securities in such caseglobal form, the identity of the Depository Depositary or common Depositary for such seriesRegistered Global Security or Securities or Unregistered Securities in global form;
(xvir) any deletions from or modifications of or additions to the Events of Default or covenants with respect to the Securities of the series and any other change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to this Indenture;
(s) if the Securities are to be guaranteed, the terms of such guarantees; and
(t) any other terms of the Securities of the series and conditionsany other deletions from or modifications of or additions to this Indenture in respect of such Securities. Each Depositary designated pursuant to this Section 2.03 must, if anyat the time of its designation and at all times while it serves as Depositary, be either a clearing agency registered under which the Debt Securities may be converted into Exchange Act and any other applicable statute or exchanged for our Common Stockregulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Exchange Act, Preferred Stock or other securities (including, without limitation, SAVYON TRUST GROUP,INC, SAVYON ASSET MANAGEMENT ADVISORY ,..........................]. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto; provided, however, that the issuance of Securities other than the initial conversion price or rate, Securities of any series must be a “Qualified Reopening” under Treasury Regulation § 1.1275-2(k)(3) (the conversion period, any adjustment of the applicable conversion price and any requirements relative Trustee being entitled to assume compliance with this clause unless notified to the reservation of such shares for purposes of conversion);
(xvii) contrary in writing by the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this IndentureCorporate). All Securities of any one series shall need not be substantially identical except as issued at the same time and may be issued from time to denomination and except as may otherwise be time, consistent with the terms of this Indenture, if so provided in by or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all hereto and any forms and terms of Securities of any one series need to be issued at from time to time may be completed and established from time to time prior to the same time, and, unless issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise provided, expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be reopened for issuances of increased and additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall may be delivered issued up to the Trustee at or prior maximum aggregate principal amount authorized with respect to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries as increased.
Appears in 1 contract
Samples: Indenture (Savyon Trust Group,inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time);
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1305);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the Securities of the series may be issued and on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, 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 on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, New York, New York where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(vii7) the obligation, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or currency or currency unit Currency in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablepayable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any;
(15) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 1009) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) 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, 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, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered Securities of such series, and the circumstances under which and the place or places where any such exchanges may be made, and if Securities of the series are to be issuable in global form, the identity of any initial Depositary therefor;
(19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(20) 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;
(21) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are issuable as a Global Security and, in such caseto be issued upon the exercise of warrants, the identity of the Depository time, manner and place for such seriesSecurities to be authenticated and delivered;
(xvi23) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any debt securities of any Person (including the Company), the terms and conditionsconditions upon which such Securities will be so convertible or exchangeable;
(25) if payment of the Securities will be guaranteed by any other Person;
(26) the extent and manner, if any, under to which the Debt Securities may be converted into payment on or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance in respect of the Securities of the series will be senior or within will be subordinated to the seriesprior payment of other liabilities and obligations of the Company; and
(xviii27) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such a Board Resolution (subject to Section 303) and set forth in such Officers’ Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same The Company may, from time to time, andwithout notice or consent of the Holders, unless otherwise provided, a series may be reopened for issuances of create and issue additional Securities of a series so that such seriesadditional Securities may be consolidated and form a single series with the Securities of the same series initially issued by the Company and shall have the same terms as to status, redemption and otherwise as the Securities of the same series originally issued. If any of the terms of the series are established by action taken pursuant to a one or more Board ResolutionResolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officer’s Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Samples: Indenture (Encana Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities Notes may be issued from time to time in one or more series from time to time series. Except as may provided in Section 902, all Notes will vote (or consent) as a class with the other Notes and otherwise be authorized by the Board treated as Notes for all purposes of Directorsthis Indenture. There The following matters shall be established with respect to each series of Notes issued hereunder 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 issuance of Securities of any series, any or all of the following as applicableNotes Supplemental Indenture:
(i1) the title of the Securities Notes of the series (which title shall distinguish the Securities Notes of the series from all other Securitiesseries of Notes);
(ii2) the any limit (if any) upon the aggregate principal amount of the Securities Notes of the series which that may be authenticated and delivered under this Indenture (except for Securities which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6312(d), 9.5, 11.7 312(e) or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1008);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities Notes of the series is payable or the manner in which method of determination and/or extension of such dates are determineddate or dates, and the amount or amounts of such principal and premium, if any, payments and methods of determination thereof;
(iv4) the rate or rates at which the Securities Notes of the series shall bear interest, if any, or the manner in which method of calculating and/or resetting such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi5) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which Securities Notes 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;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi6) if other than the principal amount thereof, the portion of the principal amount of Securities Notes of the series which that shall be payable upon declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.2;
(xii) if other than such coin 602 or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in by which such amounts portion shall be determined;
(xiv7) if in the principal case of (and premiumany Notes, if any) other than Initial Notes, any addition to or interest on change in the Securities Events of Default which apply to any Notes of the series are to be payable, at and any change in the election right of the Company Trustee or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated requisite Holders of such Notes to be payable, declare the period or periods within which, principal amount thereof due and the terms and conditions upon which, such election may be madepayable pursuant to Section 602;
(xv) whether 8) in the Securities case of the series are issuable as a Global Security andany Notes, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion periodthan Initial Notes, any adjustment of addition to or change in the applicable conversion price covenants set forth in Article IV and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesArticle V; and
(xviii9) any other termsaddition to or change in the definitions in Section 101 related to additions or changes contemplated by the foregoing clauses (7) and (8). The form of the Notes of such series, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in Exhibit A, may be modified to reflect such Officers’ Certificate or matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any indenture supplemental hereto. Not all Securities Additional Notes issued hereunder that are to be of any one series need be issued at the same time, andseries as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) through (9) will be treated as the same series, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of designated by the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesCompany.
Appears in 1 contract
Samples: Indenture (Hd Supply, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable:
(i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(iv) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(ivv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(vvi) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vivii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and the applicability, non-applicability or variation of Article XI with respect to the Securities of such series;
(viiviii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viiiix) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixx) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xxi) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xixii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xiixiii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payablepayable 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;
(xiiixiv) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xivxv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the coin or currency or currency unit in which the principal of (and premium, if any) or interest on the Securities of such series are stated to be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvxvi) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvixvii) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xviixviii) any addition to or change in the Events of Default set forth in Section 5.1 which applies to Securities of the series;
(xix) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xx) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(xxi) the applicability, non-applicability, or variation of Article XII with respect to the Securities of such Series;
(xxii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; ;
(xxiii) any addition to or change in the provisions of Article XV with respect to the Securities of such series; and
(xviiixxiv) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series. The Company may, from time to time, by adoption of a Board Resolution and set forth in an Officers’ Certificate, or by way of one or more indentures supplemental hereto and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to authorization provided in a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, ' Certificate of the Company 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:,
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.07);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the any Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and payable, the Regular Record Dates, if any, Date for the any such interest payable on any Interest Payment DateDate and the basis on which interest on the Securities of the series shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on any Securities of the series shall be payable;
(vi7) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, 8) if any, a Certificated Security and denominations will be other than of the Company to redeem, purchase or repay Securities $250,000 and integral multiples of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder $1,000 in excess thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at denominations in which and the terms and conditions upon which Certified Securities of the series shall be redeemed, purchased issuable; or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than a Certificated Security and denominations will be other than of $1,000 and any integral multiple thereof, the denominations in which any such Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Samples: Indenture (May Department Stores Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a resolution of the Board Resolution of Directors and set forth 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder2.11);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such interest payment dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, record dates for the determination of Holders to whom interest payable on any Interest Payment Dateis payable;
(ve) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(vif) the price or prices at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, pursuant to any sinking fund or otherwise;
(viig) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) 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 maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(xiij) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable in whole or in part as a one or more Registered Global Security and, in such caseSecurities, the identity of the Depository Depositary for such seriesRegistered Global Security or Securities;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviiik) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture); and
(l) any trustees, authenticating or paying agents, transfer agents or registrar or any other agents with respect to the Securities of such series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board Resolution and set forth in such Officers’ Certificate of Directors or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Samples: Indenture (Mediaone Group Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer's 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities)) and whether such Securities are senior or subordinated;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, 1305 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which any such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable payable, the right, if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (which in the case of Bearer Securities shall be outside the United States), where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 106, the place or places where notices or demands to or upon the Company or, if applicable, the Guarantor in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany or a Holder thereof, if the Company or such Holder is to have that option;
(vii7) the obligationobligation or right, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollar, the coin Currency or currency or currency unit Currencies in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablemade or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any, or any depositaries;
(15) if Sections 1402 and/or 1403 are not applicable to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or, if applicable, the Guarantor with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) 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, whether such Securities of any 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, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;
(19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(20) 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; 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 307;
(21) if 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/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(23) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) whether the Securities of the series are issuable as a Global Security subject to subordination and, in such caseif so, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriessubordination; and
(xviii26) if Securities of the series are not to be guaranteed by the Guarantor and any modification of the terms of the Guarantees as set forth in Article Sixteen;
(27) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in such Officers’ Officer's Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions or pursuant to authority granted by one or more Board Resolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery issuance of the Company Order for authentication and delivery of Securities first Security of such series.
Appears in 1 contract
Samples: Indenture (American Axle & Manufacturing Holdings Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable:
(i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(iv) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(ivv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(vvi) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vivii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and the applicability, non-applicability or variation of Article XI with respect to the Securities of such series;
(viiviii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viiiix) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixx) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xxi) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xixii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xiixiii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payablepayable 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;
(xiiixiv) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xivxv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the coin or currency or currency unit in which the principal of (and premium, if any) or interest on the Securities of such series are stated to be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvxvi) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvixvii) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xviixviii) any addition to or change in the Events of Default set forth in Section 5.1 which applies to Securities of the series;
(xix) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xx) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(xxi) the applicability, non-applicability, or variation of Article XII with respect to the Securities of such Series;
(xxii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; ;
(xxiii) any addition to or change in the provisions of Article XVI with respect to the Securities of such series; and
(xviiixxiv) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series. The Company may, from time to time, by adoption of a Board Resolution and set forth in an Officers’ Certificate, or by way of one or more indentures supplemental hereto and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to time as may be authorized by the Board extent and in the manner set forth in Article Thirteen, to all Senior Indebtedness of Directorsthe Issuer. There shall be established in or pursuant to a one or more Board Resolution and Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, ' Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of all other Securities)series;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, on which a record shall be taken for the determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(v5) the place or places where and the manner in which the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (if other than as provided in Section 3.2) and the office or agency for the Securities of the series maintained by the Issuer pursuant to Section 3.2;
(vi6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, at the option of the Companypart pursuant to any sinking fund or otherwise;
(vii7) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices (or the method by which such price or prices shall be determined or both) at which which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii10) whether Securities of the series will be issuable as Global Securities;
(11) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Article Ten will be not applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or foreign currency or currency unit in which payment of the principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series shall be payable;
(xiii17) if other than First Union National Bank is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amount amounts of payment payments of principal of (and of, premium, if any) or interest , and interest, if any, on the Securities of the such series may are to be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv19) if the principal of (and premiumterms for conversion or exchange, if any) or interest on , with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi20) the terms and conditionswhich, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative Eligible Guarantors, in addition to Hovnanian, shall guarantee the reservation of such shares for purposes of conversion);
Securities on the terms set forth in Article Fourteen (xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance Hovnanian, together with each of the other Eligible Guarantors that guarantee the Securities of or within the seriesset forth in Article Fourteen, if any, a "Guarantor"); and
(xviii21) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to such the Board Resolution and or Officers' Certificate referred to above or as set forth in any such Officers’ Certificate or in any indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time and may be issued from time to time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, such Officers' Certificate or in any such indenture supplemental hereto. Any such Board Resolution and or Officers' Certificate referred to above with respect to Securities of any series filed with the Officers’ Certificate setting forth Trustee on or before the terms initial issuance of the Securities of such series shall be delivered incorporated herein by reference with respect to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officers' Certificate were set forth herein in full.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable:
(i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(iv) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(ivv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(vvi) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vivii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and the applicability, non-applicability or variation of Article XI with respect to the Securities of such series;
(viiviii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viiiix) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixx) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xxi) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xixii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xiixiii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payablepayable 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;
(xiiixiv) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xivxv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the coin or currency or currency unit in which the principal of (and premium, if any) or interest on the Securities of such series are stated to be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvxvi) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvixvii) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xviixviii) any addition to or change in the Events of Default set forth in Section 5.1 which applies to Securities of the series;
(xix) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xx) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(xxi) the applicability, non-applicability, or variation of Article XII with respect to the Securities of such Series;
(xxii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; ;
(xxiii) any addition to or change in the provisions of Article XVI with respect to the Securities of such series; and
(xviiixxiv) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). .. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series. The Company may, from time to time, by adoption of a Board Resolution and set forth in an Officers’ Certificate, or by way of one or more indentures supplemental hereto and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities Debentures which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities Debentures may be issued in one or more series in an amount not to exceed the aggregate principal amount of Debentures of that series from time to time as may be authorized by or pursuant to a Board Resolution, or pursuant to one or more indentures supplemental hereto, prior to the Board initial issuance of DirectorsDebentures of a particular series. There With respect to any Debentures of each series to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution Resolution, and set forth 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:
(ia) the title of the Securities Debentures of the series (which shall distinguish the Securities Debentures of the series from all other SecuritiesDebentures);
(iib) the any limit upon the aggregate principal amount of the Securities Debentures of the that series which may be authenticated and delivered under this Indenture (except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderthat series);
(iiic) Stated Maturity Date or Dates, which may be serial and the date Company's option, if any, to change the Stated Maturity Date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedDates;
(ivd) the rate or rates (which may be fixed or variable) at which the Securities Debentures of the series shall bear interest, interest or the manner in of calculation of such rate or rates, if any;
(e) the basis upon which such rates are determined, interest shall be computed if other than a 360-day year composed of twelve 30-day months;
(f) the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall will be payable or the manner of determination and frequency of such Interest Payment Dates and the Regular Record DatesDates therefor;
(g) the right, if any, for to extend the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi) the period or payment periods within which, the price or prices at which and the terms and conditions upon duration of any such Extension Period, including the maximum consecutive period during which Securities of the series interest payment periods may be redeemed, in whole or in part, at the option of the Companyextended;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Samples: Indenture (Hercules Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities Notes may be issued from time to time in one or more series from time to time series. Except as may provided in Section 902, all Notes will vote (or consent) as a single class with the other Notes and otherwise be authorized by the Board treated as Notes for all purposes of Directorsthis Indenture. There The following matters shall be established with respect to each series of Notes issued hereunder 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 issuance of Securities of any series, any or all of the following as applicableNotes Supplemental Indenture:
(i1) the title of the Securities Notes of the series (which title shall distinguish the Securities Notes of the series from all other Securitiesseries of Notes);
(ii2) the any limit (if any) upon the aggregate principal amount of the Securities Notes of the series which that may be authenticated and delivered under this Indenture (except for Securities which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6312(d), 9.5, 11.7 312(e) or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1008);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities Notes of the series is payable or the manner in which method of determination and/or extension of such dates are determineddate or dates, and the amount or amounts of such principal and premium, if any, payments and methods of determination thereof;
(iv4) the rate or rates at which the Securities Notes of the series shall bear interest, if any, or the manner in which method of calculating and/or resetting such rate or rates are determinedof interest, the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi5) the period or periods within which, the price or prices at which which, and the other terms and conditions upon which Securities Notes 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;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi6) if other than the principal amount thereof, the portion of the principal amount of Securities Notes of the series which that shall be payable upon declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.2;
(xii) if other than such coin 602 or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in by which such amounts portion shall be determined;
(xiv7) if in the principal case of (and premiumany Notes, if any) other than Initial Notes, any addition to or interest on change in the Securities Events of Default which apply to any Notes of the series are to be payable, at and any change in the election right of the Company Trustee or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated requisite Holders of such Notes to be payable, declare the period or periods within which, principal amount thereof due and the terms and conditions upon which, such election may be madepayable pursuant to Section 602;
(xv) whether 8) in the Securities case of the series are issuable as a Global Security andany Notes, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion periodthan Initial Notes, any adjustment of addition to or change in the applicable conversion price covenants set forth in Articles IV and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriesV; and
(xviii9) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to in the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities case of any one series shall be substantially identical except Notes, other than Initial Notes, any addition to or change in the definitions in Section 101 related to additions or changes contemplated by the foregoing clauses (7) and (8). The form of the Notes of such series, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in Exhibit A, may be modified to reflect such Officers’ Certificate or matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any indenture supplemental hereto. Not all Securities Additional Notes issued hereunder that are to be of any one series need be issued at the same time, andseries as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (9) will be treated as the same series, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of designated by the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such seriesCompany.
Appears in 1 contract
Samples: Indenture (Core & Main, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all Table of the following as applicable:Contents
(i1) the title of the Securities of the series series, including CUSIP Numbers (which shall distinguish the Securities of the series from all Securities of any other Securitiesseries);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the any interest payable on any Interest Payment Date;
(v6) the place or places where the principal of (and premium, if any, on) and any premium and interest on Securities of the series shall be payable;
(vi7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) 8) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at and the time manner of payment is legal tender for payment of public or private debts, determining the coin or equivalent thereof in the currency or currency unit in which payment of the principal United States of (and premium, if any) or interest on the Securities America for purposes of the series shall be payabledefinition of “Outstanding” in Section 1.01;
(xiii11) if the amount of payment payments of principal of (and premium, if any) or any premium or interest on the any Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities 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 not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsunlimited. 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 initial issuance of Securities of any series, any or all subject to the last sentence of the following as applicablethis Section 2.03:
(ia) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of all other Securities)series, except to the extent that additional Securities of an existing series are being, or will be, issued;
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto); provided, however, that the authenticated aggregate principal amount of such series may from time to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant time be increased above such amount by Board Resolution to Section 3.3, are deemed never to have been authenticated and delivered hereunder)such effect;
(iiic) the date or dates on which the principal of the Securities of the series is payable payable, or the manner in method of determination thereof (which such date or dates are determinedmay be fixed or extendible);
(ivd) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determinedmethod of determination thereof, the Interest Payment Dates on which such interest shall be payable and (in the Regular Record Dates, if any, case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(ve) if other than as provided in Section 4.02, the place or places where the principal of (and of, premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be presented for registration of transfer or for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(vif) 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 any terms and conditions upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Companyotherwise;
(viig) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, thereof and the price or prices at which and the period or periods within which, the currency or currencies in which and any of 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;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of any of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xiij) if other than such the coin or currency in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or currency or currency unit in which payment of the principal of (and of, premium, if any) , or interest on the Securities of the series shall be payable;
(xiii) payable or if the amount of payment payments of principal of (and of, premium, if any) or , and/or interest on the Securities of the series may be determined with reference to an index, formula or other method index based on a coin currency or currency unit other than that in which the Securities of the series are stated to be payabledenominated, the manner in which such amounts shall be determined;
(xivk) if other than the currency of the United States of America, the currency or currencies or currency unit or units, including composite currencies, in which payment of the principal of (and of, premium, if any, and interest, if any, on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(l) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(m) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(n) if the Securities of the series are to be payable, at the election issuable in definitive form (whether upon original issue or upon exchange of the Company a temporary Security of such series) only upon receipt of certain certificates or a Holder thereof, in a coin other documents or currency or currency unit satisfaction of other than that in which the Securities are stated to be payableconditions, the period form and terms of such certificates, documents or periods within which, and the terms and conditions upon which, such election may be madeconditions;
(xvo) whether any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series, if other than the Trustee;
(p) provisions, if any, for the legal defeasance or covenant defeasance of the Securities of the series (including provisions permitting defeasance or covenant defeasance of less than all 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 8;
(q) if the Securities of the series are issuable in whole or in part as a one or more Registered Global Security and, Securities or Unregistered Securities in such caseglobal form, the identity of the Depository Depositary or common Depositary for such seriesRegistered Global Security or Securities or Unregistered Securities in global form;
(xvir) any deletions from or modifications of or additions to the Events of Default or covenants with respect to the Securities of the series and any other change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to this Indenture; and
(s) any other terms of the Securities of the series and conditionsany other deletions from or modifications of or additions to this Indenture in respect of such Securities. Each Depositary designated pursuant to this Section 2.03 must, if anyat the time of its designation and at all times while it serves as Depositary, be either a clearing agency registered under which the Debt Securities may be converted into Exchange Act and any other applicable statute or exchanged for our Common Stockregulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Exchange Act, Preferred Stock or other securities (including, without limitation, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto; provided, however, that the issuance of Securities other than the initial conversion price or rate, Securities of any series must be a “Qualified Reopening” under Treasury Regulation § 1.1275-2(k)(3) (the conversion period, any adjustment of the applicable conversion price and any requirements relative Trustee being entitled to assume compliance with this clause unless notified to the reservation of such shares for purposes of conversion);
(xvii) contrary in writing by the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this IndentureCompany). All Securities of any one series shall need not be substantially identical except as issued at the same time and may be issued from time to denomination and except as may otherwise be time, consistent with the terms of this Indenture, if so provided in by or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all hereto and any forms and terms of Securities of any one series need to be issued at from time to time may be completed and established from time to time prior to the same time, and, unless issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise provided, expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be reopened for issuances of increased and additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall may be delivered issued up to the Trustee at or prior maximum aggregate principal amount authorized with respect to the delivery of the Company Order for authentication and delivery of Securities of such seriesseries as increased.
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 not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ CertificateOrder or an Officer’s Certificate of the Issuer, 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that Additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, 14.05) and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the date percentage or dates on percentages of principal amount at which the principal of the Securities of the series is will be issued;
(c) the dates on which or periods during which the Securities of the series may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Foreign Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms applicable thereto;
(f) if the amount of payment of principal of, premium, if any, or interest on, the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on, Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the Exchange Rate (in addition to or in lieu of the provision set forth in Section 3.11) between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Issuer in respect of the Securities of such series may be made (each such place, the “Place of Payment”);
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, if the Issuer is to have that option;
(viij) the obligationobligation or right, if any, of the Company Issuer and the Guarantor to redeem, purchase or repay Securities of the series pursuant to any sinking fund fund, amortization or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which, the period or periods within which or the date or dates on which, the price Currency or prices at Currencies in 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;
(ixk) if other than denominations of $US$2,000 and multiples of US$1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xil) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiim) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon whichamount of discount or premium, if any, with which such election Securities may be madeissued;
(xvn) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions related to satisfaction and discharge;
(o) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, (i) the identity of the Depository Depositary for such series;
Global Security or Securities and, if applicable, the Security Custodian therefor if not the Trustee, (xviii) the form of legend in addition to or in lieu of that in Section 3.03(f) which shall be borne by such Global Security and (iii) the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)individual Securities represented thereby;
(xviip) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to permit or facilitate be issued;
(q) the defeasance and discharge or covenant defeasance form of the Securities of the series;
(r) whether the Securities of the series are subject to subordination and the terms of such subordination;
(s) whether the Securities of the series shall be secured;
(t) the securities exchange(s) or within automated quotation system(s) on which the Securities of the series will be listed or admitted to trading, as applicable, if any;
(u) any restriction or condition on the transferability of the Securities of the series;
(v) any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to the Securities of the series;
(w) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to the Securities of the series;
(x) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(z) any addition to or change in the covenants set forth in Article VI which applies to the Securities of the series; and
(xviiiaa) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States or regulations thereunder or advisable (as determined by the Issuer) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ an Order, Officer’s Certificate or in any indenture one or more indentures supplemental hereto. Not all ; provided that, if Additional Securities of any one an existing series need be issued at are issued, such Additional Securities shall not have the same timeCUSIP, and, unless otherwise provided, a series may be reopened for issuances of additional ISIN or other identifying number as the Outstanding Securities of that series unless such series. If any of the terms of the series Additional Securities are established by action taken pursuant to a Board Resolution, fungible with such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order Outstanding Securities for authentication and delivery of Securities of such seriesU.S. federal income tax purposes.
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 not limitedunlimited. The Securities may be issued at any time and from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a one or more Board Resolution Resolutions, and set forth in an Officers’ ' Certificate, or (at the Company's option) established in one or more supplemental indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following following, as applicable:
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.53.04, 3.43.05, 3.53.06, 3.69.06, 9.5, 11.7 11.08 or 12.5, 14.03 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) if the date Securities of the series are not denominated in Dollars, the Foreign Currency or dates on Foreign Currencies in which such Securities are denominated, the manner in which the Dollar equivalent of the principal amount of each such Security is to be determined upon original issuance and, if any payment of principal of (or premium, if any) or interest, if any, on or any other amount in respect of the Securities of the series is not payable in Dollars, the Foreign Currency or the manner Foreign Currencies in which such dates are determined;
(iv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest payment shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Dateparticular provisions applicable thereto;
(v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vi) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit 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;
(xv) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities 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 not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution (and set forth in such Board Resolution or, to the extent established pursuant to (rather than in) such Board Resolution, in an Officers’ CertificateOfficer’s Certificate detailing such establishment), or and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:,
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.08, 3.42.09, 3.5, 3.6, 9.5, 11.7 2.11 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.03);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the rate or rates at which the Securities of the series shall bear interest, or if any, or, if other than on the manner in basis of a 360-day year of twelve 30-day months, the method by which such rates are rate shall be determined, the date or dates from which such interest shall accrue, or the manner in which such interest payment dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, record dates for the determination of Holders to whom interest payable on any Interest Payment Dateis payable;
(ve) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.03);
(vif) the price or prices at which, the date or dates after which, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;Issuer, pursuant to any sinking fund or otherwise; Table of Contents
(viig) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) 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 maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(xiij) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit (including any composite currency) in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) denominated or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in method pursuant to which such amounts payment shall be determined;made 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 Article 1.
(xivk) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company Issuer or a Holder thereof, in a coin or currency or currency unit (including any composite currency) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvl) if the amounts of payments of principal or interest, if any, on the Securities of the series may be determined with reference to an index or are otherwise not fixed on the Original Issue Date thereof, the manner in which such amounts shall be determined;
(m) the forms of the Securities of the series;
(n) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(o) whether the Securities of the series are issuable as a will be issued in whole or in part in the form of one or more Global Security Securities and, in such case, the identity of the Depository for Depositary with respect to such seriesGlobal Security or Securities;
(xvip) with respect to a series of Securities the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment rights of the applicable conversion price Issuer to merge, consolidate, amalgamate or otherwise restructure and any requirements relative to specify the reservation conditions upon which such rights are precedented; and Table of such shares for purposes of conversion);
Contents (xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviiiq) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent conflict with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (and set forth in such Officers’ Board Resolution or, to the extent established pursuant to (rather than in) such Board Resolution, in an Officer’s Certificate detailing such establishment) or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Samples: Indenture (Nokia Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by and the Board Securities of Directorseach such series shall rank equally and PARI PASSU with the Securities of each other series and with all other unsecured and unsubordinated debt of the Issuer. There shall be established in one or more Board Resolutions, established pursuant to but not set forth in a Board Resolution and (but set forth in an Officers’ Certificate, ' Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following as applicable:,
(i1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of all other Securities)series, and which may be part of a series of Securities previously issued;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 2.8, 3.42.9, 3.52.11, 3.6, 9.5, 11.7 8.5 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.3);
(iii3) if other than Dollars, the coin, currency or currencies in which the Securities of the series are denominated (including, but not limited to, any composite currency, currency units, foreign currency or [EURO]s);
(4) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv5) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determinedif any, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable payable, the terms and conditions of any deferral of interest and the Regular Record Datesadditional interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment periods and the duration of the extensions and (in the case of Registered Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(v6) the place or places where and the manner in which, the principal of (and of, premium, if any, on) and any interest on Securities of the series shall be payablepayable if other than as provided in Section 3.2;
(vi7) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at its option and the period or periods within which, or the date or dates on which, the price or prices at which which, and the any terms and conditions upon which Securities of the series may be so redeemed, purchased or repaid, in whole or in part, at the option of the Companypursuant to any sinking fund or otherwise;
(vii) 8) the obligation, if any, of the Company Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) , and the price or prices at which and the period or periods within which or the date or dates on which, the price or prices at which and the any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ix9) the terms, if any, on which the Securities of such series will be subordinate to other debt of the Issuer;
(10) if other than denominations of $1,000 or [EURO] 1,000, as the case may be, and any integral multiple thereofthereof in the case of Registered Securities, or $1,000 and $5,000, or [EURO] 1,000 and [EURO] 5,000, in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;
(x11) the percentage of the principal amount at which the Securities will be issued, and, if other than the Trustee, the identity 100% of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2maturity thereof;
(xii12) if other than such coin the coin, currency or currency currencies in which the Securities of the United States of America as at the time of payment is legal tender for payment of public or private debtsseries are denominated, the coin or coin, currency or currency unit currencies in which payment of the principal of (and premium, if any) or interest on the Securities of the such series shall be payable, including composite currencies or currency units;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv13) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company Issuer or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payabledenominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(xv14) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index or formula based on a coin, currency, composite currency or currency unit other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(15) whether the Securities of the series are will be issuable as a Registered Securities (and if so, whether such Securities will be issuable as Registered Global Security Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided in such caseSection 2.8, the identity terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(16) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the Depository for series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Securities of the series rather than pay such additional amounts;
(17) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(18) any trustees (other than the Trustee), depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(xvi19) any deletion from modification of or addition to the terms and conditionsEvents of Default, remedies or covenants with respect to the Securities of such series;
(20) whether the provisions of Section 10.1(C) will not be applicable to Securities of such series;
(21) any provision relating to the issuance of Securities of such series at an original issue discount;
(22) if any, under which the Debt Securities may of the series are to be converted convertible into or exchanged exchangeable for our Common Stockany other security or property of the Issuer or its subsidiaries, Preferred Stock or other securities (including, without limitation, securities of another Person held by the initial conversion price Issuer or rateits Affiliates and, if so, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)terms thereof;
(xvii23) the provisions necessary if other than The Chase Manhattan Bank is to permit or facilitate the defeasance and discharge or covenant defeasance of act as Trustee for the Securities of or within such series, the seriesname and Corporate Trust Office of such Trustee; and
(xviii24) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
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 not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directors. There series.
(b) The following matters shall be established in or with respect to each series of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth forth, or determined in the manner provided, in an Officers’ Certificate, ' Certificate or established (iii) in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(i1) the title of the Securities of the series series, including CUSIP Numbers (which title shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.58.6, 11.7 or 12.5, and except for 10.7 or upon the Company's repurchase of any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunderin part at the option of the Holders thereof);
(iii3) the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates (which may be fixed, variable or zero) at which the Securities of the series shall bear interest, if any, or the manner in which method of calculating such rate or rates are determined, of interest;
(5) the date or dates from which such interest interest, if any, shall accrue, accrue or the manner in method by which such date or dates are shall be determined, ;
(6) the Interest Payment Dates on which any such interest interest, if any, shall be payable and and, with respect to Registered Securities, the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date;
(v7) each Place of Payment for the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payableseries;
(vi) 8) the period or periods within which, the price or prices at which which, the currency (if other than Dollars) in which, and the other terms and conditions upon which which, Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii9) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which which, Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, if Registered Securities, and if other than the denomination of $5,000, if Bearer Securities, the denominations in which Securities of the series shall be issuable;
(x11) if other than the TrusteeDollars, the identity of currency for which the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, the portion of the principal amount of Securities of the series may be purchased or in which the Securities of the series shall be payable upon declaration of acceleration of denominated and/or the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest , and interest, if any, on the Securities of the series shall be payablepayable and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of this Indenture;
(xiii12) if the amount of payment payments of principal of (and or premium, if any) , or interest interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amount shall be determined;
(13) if the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method based on the prices of securities or commodities, with reference to changes in the prices of securities or commodities or otherwise by application of a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in index, formula or other method by which such amounts amount shall be determined;
(xiv14) if other than the entire principal amount thereof, the portion of the principal amount of such Securities of the series which shall be payable upon declaration of acceleration thereof pursuant to Section 5.2 or the method by which such portion shall be determined;
(15) if other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable and the manner in which, or the Person to whom, any interest on any Bearer Securities of the series shall be payable;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any addition to or modification or deletion of any Events of Default or any covenants of the Company pertaining to the Securities of the series;
(18) under what circumstances, if any, the Company will pay Additional Amounts on the Securities of that series held by a Person who is not a U.S. Person in respect of taxes, assessments or similar governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(19) whether Securities of the series shall be issuable as Registered Securities or Bearer Securities (with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of Bearer Securities and, if other than as provided in Section 3.5, the terms upon which Bearer Securities of a series may be exchanged for Registered Securities of the same series and vice versa;
(20) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(21) the forms of the Securities and coupons, if any, of the series;
(22) if either or both of Section 4.4 relating to defeasance or Section 4.5 relating to covenant defeasance shall not be applicable to the Securities of such series, or, if such defeasance or covenant defeasance shall be applicable to the Securities of such series, any covenants in addition to those specified in Section 4.5 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 or such other means of defeasance or covenant defeasance as may be specified for the Securities of such series;
(23) if other than the Trustee, the identity of the Registrar and any Paying Agent;
(24) if the principal Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series and premiumof like tenor of any authorized form and denomination, and (iii) if anyother than as provided in Section 3.5, the circumstances under which any such exchange may occur;
(25) or interest on whether and to what extent the Securities of the series are entitled to be payable, at the election benefit of the Company provisions of Section 9.9 and Article 12 hereof, whether any modification shall be made to such provisions or a Holder thereof, in a coin or currency or currency unit whether any other than that in which provisions shall be made for the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, Guarantee of such election may be made;Securities; and
(xv26) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvi) the any other terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of such series and any deletions from or within the series; andmodifications or additions to this Indenture in respect of such Securities.
(xviiic) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons, if any, appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or (i) by a Board Resolution, (ii) by action taken pursuant to such a Board Resolution and (subject to Section 3.3) set forth forth, or determined in such the manner provided, in the related Officers’ ' Certificate or (iii) in any an indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. .
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution and shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order Officers' Certificate setting forth, or providing the manner for authentication and delivery determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof.
Appears in 1 contract
Samples: Indenture (Cadiz Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and and, subject to Section 3.03, set forth forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 3.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, 11.07 and except for any Securities which, pursuant to Section 3.33.03 of the Indenture, shall have not been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered hereunder);
(iiic) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(ivd) the Person to whom any interest on any Security of the series shall be payable if other than as set forth in Section 3.07; the rate or rates at which the any Securities of the series shall bear interest, interest or the manner in which of calculation of such rates are determinedrate or rates, if any, the date or dates from which any such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Dates, if any, Date for the interest payable on any Interest Payment Date;
(ve) the place or places where the principal of (and premium, if any, on) and any premium or interest on Securities of the series shall be payable;
(vif) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(viig) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased or repaid, in whole or in part, pursuant to such obligation;
(ixh) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02;
(xiij) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 4.02 and if other than such coin or currency by a Board Resolution, the manner in which any election by the Company to defease those securities shall be evidenced;
(k) whether the Securities of the United States series are to be issuable in whole or in part in permanent global form, without coupons, and, if so, (i) the form of America as at any legend or legends which shall be borne by any such permanent global Security in addition to or in lieu of that set forth in Section 2.02, (ii) any circumstances in addition to or in lieu of those set forth in Clause 3.05(b) in which such permanent global Security may be exchanged in whole or in part for Securities registered, and in which any transfer of such permanent global Security in whole or in part may be registered, in the time name of payment is legal tender Persons other than the Depositary for payment of public such permanent global Security or private debts, a nominee thereof and (iii) the coin Depositary with respect to any such permanent global Security or Securities;
(l) the currency or currency unit currencies, including composite currencies, in which payment of the principal of (of, and premiumany premium and interest on, if any) or interest on the Securities of the series shall be payablepayable if other than the currency of the United States of America;
(xiiim) if the principal of, or any premium or interest on, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(n) if the amount of payment payments of principal of (and premiumof, if any) or any premium or interest on on, the Securities of the series may be determined with reference to an index, formula index or other method based on pursuant to a coin currency or currency unit other than that in which the Securities are stated to be payableformula, the manner in which such amounts shall be determined;
(xivo) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(p) any addition to or change in the Events of Default which applies to any Securities of the series and premium, if anyany change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.01;
(q) or interest whether and under what circumstances the Company will pay additional amounts on the Securities of the series are to be payableheld by a person who is not a U.S. person in respect of any tax, at the election of assessment or governmental charge withheld or deducted and, if so, whether the Company or a Holder thereof, in a coin or currency or currency unit other will have the option to redeem such Securities rather than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, pay such election may be madeadditional amounts;
(xvr) whether any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvis) if the terms and conditions, if any, under which the Debt Securities of any series may be converted into or exchanged for our Common Stock, Preferred Stock stock or other securities (including, without limitationor other property of the Company or other entities, the initial conversion price terms upon which such series may be converted or rate, the conversion periodexchanged, any adjustment of the applicable conversion price and any requirements relative specific terms relating to the reservation of adjustment thereof and the period during which such shares for purposes of conversion)Securities may be so converted or exchanged;
(xviit) any addition to or change in the provisions necessary covenants set forth in Article Ten which applies to permit or facilitate the defeasance and discharge or covenant defeasance of the any Securities of or within the series; and
(xviiiu) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such the Board Resolution referred to above and (subject to Section 3.03) set forth in the Officers’ Certificate that established the form of the Securities of such series or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided in or pursuant to such Board Resolution, such Officers’ Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officers’ Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificatea Company Order, Officer’s 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:
(ia) the title of the Securities of the series (which shall distinguish the Securities of the such series from the Securities of all other Securitiesseries, except to the extent that additional Securities of an existing series are being issued);
(iib) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Sections 2.5Section 3.04, 3.43.06, 3.53.07, 3.64.06, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder14.05);
(iiic) the date or dates on which the principal of or periods during which the Securities of the series is may be issued, and the dates on, or the range of dates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the manner in method by which such date or dates are determinedshall be determined or extended;
(ivd) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and the Regular Record DatesDates for the determination of Holders to whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, for to extend or defer interest payments and the interest payable on any Interest Payment Dateduration of such extension or deferral;
(ve) if other than U.S. Dollars, the place Currency in which Securities of the series shall be denominated or places where in which payment of the principal of (and of, premium, if any, on) or interest on the Securities of the series shall be payable and any other terms applicable thereto;
(f) if the amount of payment of principal of, premium, if any, or interest on, the Securities of the series may be determined with reference to an index, formula or other method including, but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(g) if the principal of, premium, if any, or interest on, Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate (in addition to or in lieu of the provision set forth in Section 3.11) between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made (each such place, the “Place of Payment”);
(vii) the price or prices at which, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixj) if other than denominations of $2,000 and multiples of $1,000 and any integral multiple in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xik) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.02;
(xiil) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payable;
(xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on whether the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the issued as Original Issue Discount Securities are stated to be payable, the period or periods within which, and the terms and conditions upon whichamount of discount or premium, if any, with which such election Securities may be madeissued;
(xvm) provisions, if any, for the defeasance of Securities of the series in whole or in part and any addition or change in the provisions in this Indenture related to satisfaction and discharge;
(n) whether the Securities of the series are issuable as a to be issued in whole or in part in the form of one or more Global Security Securities and, in such case, (i) the identity of the Depository Depositary for such series;
Global Security or Securities, (xviii) the form of legend which shall be borne by such Global Security, if any, and (iii) the terms and conditions, if any, under upon which the Debt interests in such Global Security or Securities may be converted into exchanged in whole or exchanged in part for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion)individual Securities represented thereby;
(xviio) the provisions necessary date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of the series to be issued;
(p) the form of the Securities of the series;
(q) if the Securities of the series 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 be so convertible or exchangeable, and any additions or changes to permit or facilitate such conversion or exchange;
(r) whether the defeasance Securities of such series are subject to subordination and discharge the terms of such subordination;
(s) whether the Securities of such series shall be secured;
(t) any restriction or covenant defeasance condition on the transferability of the Securities of such series;
(u) any addition or within change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;
(v) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies to Securities of such series;
(w) provisions, if any, granting special rights to Holders upon the occurrence of specified events;
(x) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;
(y) any addition to or change in the covenants set forth in Article VI which applies to Securities of the series; and
(xviiiz) any other terms, conditions, rights and preferences (or limitations on terms of the Securities of such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify or delete any provision of this Indenture insofar as it applies to such series), including any terms which may be required by or advisable under the laws of the United States or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series. All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in herein or pursuant to such Board Resolution and set forth in such Officers’ a Company Order, Officer’s Certificate or in any indenture one or more indentures supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series.
Appears in 1 contract
Samples: Indenture (Synnex Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable:
(i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);Securities); 17
(ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(iv) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(ivv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(vvi) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vivii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and the applicability, non-applicability or variation of Article XI with respect to the Securities of such series;
(viiviii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viiiix) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixx) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xxi) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xixii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xiixiii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payablepayable 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;
(xiiixiv) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xivxv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the coin or currency or currency unit in which the principal of (and premium, if any) or interest on the Securities of such series are stated to be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvxvi) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvixvii) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xviixviii) any addition to or change in the Events of Default set forth in Section 5.1 which applies to Securities of the series;
(xix) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xx) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(xxi) the applicability, non-applicability, or variation of Article XII with respect to the Securities of such Series;
(xxii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; series;
(xxiii) any addition to or change in the provisions of Article XVI with respect to the Securities of such series; and
(xviiixxiv) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series. The Company may, from time to time, by adoption of a Board Resolution and set forth in an Officers’ Certificate, or by way of one or more indentures supplemental hereto and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directors. 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 issuance of Securities of any series, any or all of the following as applicable:
(i) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);Securities);
(ii) the limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5, 11.7 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(iv) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined;
(ivv) the rate or rates at which the Securities of the series shall bear interest, or the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Dates, if any, for the interest payable on any Interest Payment Date;
(vvi) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable;
(vivii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany and the applicability, non-applicability or variation of Article XI with respect to the Securities of such series;
(viiviii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viiiix) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(ixx) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(xxi) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xixii) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xiixiii) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of the series shall be payablepayable 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;
(xiiixiv) if the amount of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xivxv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the coin or currency or currency unit in which the principal of (and premium, if any) or interest on the Securities of such series are stated to be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(xvxvi) whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depository for such series;
(xvixvii) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xviixviii) any addition to or change in the Events of Default set forth in Section 5.1 which applies to Securities of the series;
(xix) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xx) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(xxi) the applicability, non-applicability, or variation of Article XII with respect to the Securities of such Series;
(xxii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; series;
(xxiii) any addition to or change in the provisions of Article XVI with respect to the Securities of such series; and
(xviiixxiv) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities of such series. The Company may, from time to time, by adoption of a Board Resolution and set forth in an Officers’ Certificate, or by way of one or more indentures supplemental hereto and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities)) and whether such Securities are senior or subordinated;
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, 1305 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which any such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable payable, the right, if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payablepayable (which in the case of Bearer Securities shall be outside the United States), where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 106, the place or places where notices or demands to or upon the Company or, if applicable, the Guarantor in respect of the Securities of the series and this Indenture may be served;
(vi6) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyCompany or a Holder thereof, if the Company or such Holder is to have that option;
(vii7) the obligationobligation or right, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(x9) if other than the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2502, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(xii11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollar, the coin Currency or currency or currency unit Currencies in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablemade or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii12) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv13) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv14) the designation of the initial Exchange Rate Agent, if any, or any depositaries;
(15) if Sections 1402 and/or 1403 are not applicable to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;
(16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or, if applicable, the Guarantor with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) 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, whether such Securities of any 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, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;
(19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(20) 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; 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 307;
(21) if 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/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(23) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) whether the Securities of the series are issuable as a Global Security subject to subordination and, in such caseif so, the identity of the Depository for such series;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the seriessubordination; and
(xviii26) if Securities of the series are not to be guaranteed by the Guarantor and any modification of the terms of the Guarantees as set forth in Article Sixteen;
(27) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in such Officers’ Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions or pursuant to authority granted by one or more Board Resolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery issuance of the Company Order for authentication and delivery of Securities first Security of such series.
Appears in 1 contract
Samples: Indenture (American Axle & Manufacturing Holdings Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued in one or more series. No series from time to time as of Securities may be authorized issued hereunder without the prior approval of the issuance of such series by the Board of DirectorsExchange. There shall be established in or pursuant to a Board Resolution Resolution, and set forth 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:
(i1) the title of the Securities of the such series (which shall distinguish the Securities of the such series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or in respect of, other Securities securities of the such series pursuant to Sections 2.5, Section 3.4, 3.5, 3.6, 9.511.6, 11.7 12.3 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder12.8);
(iii3) the date or dates (or manner of determining the same) on which the principal of the Securities of the such series is payable (which, if so provided in such Board Resolution or supplemental indenture, may be determined by the manner Company from time to time and set forth in which such dates are determinedthe Securities of the series issued from time to time);
(iv4) the rate or rates (or manner of determining the same) at which the Securities of the such series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the manner rate of interest stated in which such rates are determined, the title of the Security and the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution or supplemental indenture, may be determined by the manner Company from time to time and set forth in which such dates are determinedthe Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Dates, if any, Date for the interest payable on any Interest Payment Date, and the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(v5) the place or places places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any, on) and any interest on Securities of the such series shall be payable;
(vi6) the price or prices at which the Securities of the series are payable, and the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, as a whole or in part, at the option of the Company;
(7) the obligation, if any, of the Company to redeem, purchase or repay Securities of such series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the such series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the such series shall be issuable;
(x) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi9) if other than the principal amount thereof, the portion of the principal amount of Securities of the such series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.27.2 or Section 7.3;
(xii10) if other than such coin any Event of Acceleration or currency Event of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any) or interest on Default with respect to the Securities of the series shall be payablesuch series, if not set forth herein;
(xiii11) if the Securities of such series are issuable as Indexed Securities, the manner in which the amount of payment payments of principal of (and premium, if any) or and/or interest on the Securities of the series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts due thereon shall be determined;
(xiv12) if the Securities of such series may be converted into or exchanged for other securities of the Company or any other Person, the terms and conditions pursuant to which the Securities of such series may be converted or exchanged;
(13) if the principal of (and or premium, if any) or interest interest, if any, on the Securities of the such series are to be payable, at the election of the Company or a Holder thereof, in a coin securities or currency or currency unit other than that in which the Securities are stated to be payableproperty, the period type and amount of such securities or other property, or the method by which such amount shall be determined, and the periods within which, and the terms and conditions upon which, any such election may be made;
(xv14) whether the Securities of the series are issuable as shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the identity of the Depository Depositary for such seriesglobal Security or Securities, whether such global form shall be permanent or temporary and the particular provisions applicable thereto;
(xvi) the terms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the series; and
(xviii15) any other terms, conditions, rights and preferences (or limitations on terms of such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to denomination denomination, the rate of interest, if any, Stated Maturity and the date from which interest, if any, shall accrue which may be determined by the Company from time to time as to Securities of a series if so provided in or established pursuant to the authority granted in a Board Resolution or in any supplemental indenture hereto and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ ' Certificate or in any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, and, and unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the such series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution and action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of Securities Officers' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Lehman Brothers Inc//)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limitedunlimited. The Securities may be issued from time to time in one or more series from time to time as may be authorized by the Board of Directorsseries. 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 Prior to the issuance of Securities of any series, any there shall be established in or all pursuant to (i) a Board Resolution of the following as applicable:Issuer, (ii) actions taken pursuant to a Board Resolution of the Issuer and (subject to Section 3.03) set forth, or determined in the manner provided, in an Officer's Certificate with respect to the Issuer, or (iii) one or more indentures supplemental hereto (each of (i), (ii) and (iii), a "SERIES SUPPLEMENT"):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(ii2) the purchase price, denomination and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.53.04, 3.43.05, 3.53.06, 3.6, 9.5, 11.7 9.06 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder11.07);
(iii3) the date or dates on which the principal of and premium and other amounts, if any, on the Securities of the series is payable or the manner in which such dates are determinedmethod of determination thereof;
(iv4) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner method of calculating such rate or rates of interest, the method of payment of interest (in which such rates are determinedparticular, whether the interest will be paid in kind or otherwise), the date or dates from which such interest shall accrue, accrue or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Interest Payment Date;
(v5) the place or places where where, subject to the provisions of Section 10.02, the principal of (of, premium and premiumother amounts, if any, on) and any interest interest, if any, on Securities of the series shall be payable;
(vi6) the place or places where the Securities may be exchanged or transferred and notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served;
(7) the period or periods within which, the price or prices at which which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the CompanyIssuer, and, if other than as provided in Section 11.03, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(vii) 8) the obligation, if any, of the Company Issuer to redeem, repay or purchase or repay Securities of the series in whole or in part pursuant to any sinking fund or analogous provisions or upon the happening of a specified event, passage of time, or at the option of a Holder thereof;
(viii) thereof and the period or periods within which or the date or dates on which, the price or prices at which which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(x10) if other than U.S. dollars, the currency or currencies (including currency unit or units) in which payments of principal of, premium and other amounts, if any, and interest on the Securities of the series shall or may by payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto;
(11) if the payments of principal of, premium and other amounts, if any, or interest on the Securities of the series are to be made, at the election of the Issuer or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto;
(12) if the amount of payments of principal of, premium and other amounts, if any, and interest on the Securities of the series shall be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined;
(13) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;
(xi) if other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.25.02 or the method by which such portion shall be determined;
(xii14) any modifications of or additions to the Events of Default or the covenants of the Issuer set forth herein with respect to Securities of the series; and whether and the conditions under which the Holders of the Securities of the series may waive any such Event of Default or compliance with any such covenant relating to the Securities of such series;
(15) if either or both of Section 13.02 and Section 13.03 shall be inapplicable, in whole or in part, to the Securities of the series (provided that if no such inapplicability shall be specified, then both Section 13.02 and Section 13.03 shall be applicable to the Securities of the series); and any modification to either such section as it relates to such series of Securities;
(16) if other than such coin or currency the Trustee, the identity of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of Registrar and any Paying Agent;
(and premium, 17) if any) or interest on the Securities of the series shall be payableissued in whole or in part in global form, (i) the Depositary for such global Securities, (ii) the form of any legend in addition to or in lieu of that in Section 2.04 which shall be borne by such global Security, (iii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as provided in Section 3.05, the circumstances under which any such exchange may occur;
(xiii18) if the amount Holders of payment of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula convert or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(xiv) if the principal of (and premium, if any) or interest on exchange the Securities of the series are to be payable, at the election into or for securities of the Company Issuer or a Holder of other entities or other property (or the cash value thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable), the specific terms of and period during which such conversion or periods within which, and the terms and conditions upon which, such election exchange may be made;
(xv19) whether any provisions for the satisfaction and discharge of the Securities of the series are issuable series, including provisions in addition to or modifying the provisions of Article 4 as a Global Security and, in such case, the identity they pertain to Securities of the Depository for such series;
(xvi20) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 7.01;
(21) any agents for the series, including trustees, depositories, authenticating, conversion, calculation or paying agents, transfer agents or registrars;
(22) the terms and conditionssubordination of the Securities of such series to other indebtedness of the Issuer, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, including without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the any other series; and
(xviii23) any other termsterms of the series, conditions, rights and preferences including any terms which may be required by or advisable under the laws of the United States of America or regulations thereunder or advisable (or limitations on such rights and preferencesas determined by the Issuer) relating to the series (which terms shall not be inconsistent in connection with the provisions marketing of this Indenture)Securities of the series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or by (i) a Board Resolution of the Issuer, (ii) actions taken pursuant to such a Board Resolution of the Issuer and (subject to Section 3.03) set forth forth, or determined in such Officers’ the manner provided, in an Officer's Certificate or in (iii) any such indenture supplemental hereto. Not all All Securities of any one series need not be issued at the same time, time and, unless otherwise provided, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to clause (i) or (ii) of the first sentence of the preceding paragraph, a Board Resolution, copy of such Board Resolution and or an appropriate record of such action shall be certified by the Officers’ Certificate setting forth the terms Secretary or an Assistant Secretary of the series shall be Issuer and delivered to the Trustee at or prior to the delivery of the Company Order corresponding Officer's Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee an Officer's Certificate of the Issuer dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities of in such seriesforms have been complied with.
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 not limited. unlimited.
(b) The Securities may be issued in one or more series from time to time as may be authorized by the Board of Directorsseries. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s 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 following, as applicable:applicable (each of which (except for the matters set forth in clauses (1), (2) and (19) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(i1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(ii2) the any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.5Section 304, 3.4305, 3.5306, 3.6906, 9.5, 11.7 1107 or 12.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder1305);
(iii3) the extent and manner, if any, to which payment on or in respect of Securities of that series will be senior or will be subordinated to the prior payment or other liabilities and obligations of the Company;
(4) the percentage or percentages of principal amount at which the Securities of a series will be issued;
(5) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable or the manner in which such dates are determinedpayable;
(iv6) the rate or rates at which the Securities of the series shall bear interest, if any, or the manner in method by which such rate or rates are shall be determined, the date or dates from which such interest shall accrue, or the manner in method by which such date or dates are shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record DatesDate, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v7) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any, on) and any interest interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(vi) 8) the period or periods within which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(vii9) the obligation, if any, of the Company to redeem, repay or purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions provision or at the option of a Holder thereof;
(viii) , and the period or periods within which or the date or dates on which, the price or prices at which which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, purchased repaid or repaidpurchased, in whole or in part, pursuant to such obligation;
(ix10) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(x11) if other than the Company or the Trustee, the identity of the each Security Registrar and/or Paying Agent;
(xi12) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2503 or the method by which such portion shall be determined;
(xii13) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debtsDollars, the coin or currency or currency unit Currency in which payment of the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series shall be payablepayable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xiii14) if whether the amount of payment payments of principal of (and or premium, if any) or interest interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based (which index, formula or method may be based, without limitation, on a coin currency one or currency unit more Currencies, commodities, equity indices or other than that in which the Securities are stated to be payableindices), and the manner in which such amounts shall be determined;
(xiv15) if whether the principal of (and or premium, if any) or interest interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit Currency other than that in which the such Securities are denominated or stated to be payable, the period or periods within whichwhich (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(xv16) the designation of the initial Exchange Rate Agent, if any;
(17) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any deletion from, modification of, in addition to or in lieu of any of the provisions of Article Fourteen with respect to Securities of that series whether or not consistent with the provisions of Article Fourteen set forth herein;
(18) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(19) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 1008) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(20) 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, 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, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered Securities of such series, and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;
(21) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(22) 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;
(23) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;
(24) if the Securities of the series are issuable as a Global Security and, in such caseto be issued upon the exercise of warrants, the identity of the Depository time, manner and place for such seriesSecurities to be authenticated and delivered;
(xvi25) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to any Holder (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(26) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditionsconditions upon which such Securities will be so convertible or exchangeable;
(27) the application, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price Sections 1005 and any requirements relative 1108 to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or facilitate the defeasance and discharge or covenant defeasance of the Securities of or within the that series; and
(xviii28) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Legislation or the provisions of this Indenture). .
(c) All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in such Officers’ Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. .
(d) If any of the terms of the series are established by action taken pursuant to a one or more Board ResolutionResolutions, such Board Resolution and the Officers’ Certificate setting forth the terms of the series Resolutions shall be delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery Officer’s Certificate setting forth the terms of Securities of such the series.
Appears in 1 contract
