Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3, (a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series; (b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto); (c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible); (d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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; (e) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, 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; (f) 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 any terms and conditions upon which Securities of the series may be so redeemed; (g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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; (h) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuable; (i) 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; (j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined; (k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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; (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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security; (n) 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; (o) 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; (p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series; (q) 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 10; (r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form; (s) any other Events of Default or covenants with respect to the Securities of the series; and (t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 12 contracts
Samples: Senior Indenture (MULTI COLOR Corp), Subordinated Indenture (MULTI COLOR Corp), Senior Indenture (Meridian Bioscience Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 10 contracts
Samples: Subordinated Indenture (60 Degrees Pharmaceuticals, Inc.), Subordinated Indenture (VCI Global LTD), Subordinated Indenture (Charles River Laboratories International, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established set forth in a Company Order or pursuant to Board Resolution or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,:
(a) the designation title of the Securities of the series, series (which shall distinguish the Securities of the such series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued);
(b) any limit upon the aggregate Principal principal amount of the Securities of the series 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 such series pursuant heretoto Section 3.4, 3.6, 3.7, 4.6 or 14.5);
(c) 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 method by which such date or dates may shall be fixed determined or extendible)extended;
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series 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 method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and (in the case of Registered Securities) on which a record shall be taken Record Dates for the determination of Holders to whom interest is payable and/or on such Interest Payment Dates or the method by which such rate or rates or date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;
(e) if other than as provided U.S. Dollars, the Currency in Section 4.2which Securities of the series shall be denominated or in which payment of the principal of, premium, if any, 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 places, if any, in addition to or instead of the Corporate Trust Office where the Principal principal of, premium, if any, and any interest on Securities of the any series shall be payable, any Registered and where Securities of the any series may be surrendered presented for exchangeregistration of transfer, noticesexchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of the such series and this Indenture may be served and notice to Holders may be publishedmade;
(fi) the rightprice or prices at which, if anythe period or periods within which or the date or dates on which, of and the Company to redeem terms and conditions upon which, Securities of the seriesseries may be redeemed, in whole or in part, at its the option and the period or periods within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemedCompany, if the Company is to have that option;
(gj) the obligationobligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which and which, the period or periods within which or the date or dates on 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;
(hk) if other than denominations of $1,000 and or any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(il) if other than the Principal principal amount thereof, the portion of the Principal principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the maturity thereofMaturity thereof pursuant to Section 7.2;
(jm) the Guarantors, if other than the coin or currency in which any, of the Securities of the series are denominatedseries, and the coin or currency in which payment extent of the Principal ofGuarantees (including provisions relating to seniority, premium, if any, or interest on subordination and the Securities release of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premiumGuarantors), if any, and interest on the Securities any additions or changes to permit or facilitate Guarantees 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 payableSecurities;
(ln) whether the Securities of the series or any portion thereof will are to be issuable issued as Registered Original Issue Discount Securities (and if so, whether the amount of discount with which 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 versaissued;
(mo) 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 to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which interests in such Global Security or Global Securities may be exchangeable exchanged in whole or in part for and/or convertible into the common stock individual Securities represented thereby in definitive form registered in the name or names of the Company Persons other than such Depositary or any other securitya nominee or nominees thereof (“Individual Securities”);
(nq) whether and under what circumstances the Company will pay additional amounts on 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 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 amountsseries;
(os) if the Securities of the series are to be issuable in definitive form 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, if any, to permit or facilitate such conversion or exchange;
(t) whether upon original issue the Securities of such series are subject to subordination and the terms of such subordination;
(u) any restriction or upon exchange condition on the transferability of a temporary Security the Securities 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;
(pv) any trusteesaddition to or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;
(w) any addition to or change in the provisions related to supplemental indentures set forth in Sections 14.2 and 14.4 which applies to Securities of such series;
(x) provisions, depositariesif any, authenticating granting special rights to Holders upon the occurrence of specified events;
(y) any addition to or paying agents, transfer agents 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 registrar requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.2 and any addition to or any other agents with respect change in the provisions set forth in Article VII which applies to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sz) any other Events of Default addition to or change in the covenants with respect set forth in Article VI which applies to the Securities of the series; and
(taa) any other terms of the Securities of the such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 14.01), and any requirement to have Subsidiaries Guarantee the Securities. 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 and except as may otherwise be provided by herein or pursuant to the Board Resolution referred to above or as set forth in any such indenture a Company Order or in one or more indentures 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 7 contracts
Samples: Indenture (Coors Brewing Co), Indenture (Molson Coors Beverage Co), Indenture (Coors International Holdco 2, ULC)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 6 contracts
Samples: Senior Indenture (VCI Global LTD), Senior Indenture (Charles River Laboratories International, Inc.), Senior Indenture (Charles River Laboratories International, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 6 contracts
Samples: Subordinated Indenture (Roivant Sciences Ltd.), Subordinated Indenture (Kosmos Energy Ltd.), Subordinated Indenture (REV Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series;
(t) the terms and conditions, if any, pursuant to which the Securities of the series are secured; and
(tu) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Article 9), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 6 contracts
Samples: Indenture (Tapestry, Inc.), Indenture (Tapestry, Inc.), Indenture (Tapestry, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 4 contracts
Samples: Senior Indenture (Roivant Sciences Ltd.), Senior Indenture (Western Refining, Inc.), Senior Indenture (GHL Acquisition Corp.)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with the Securities of each other series, but all other unsecured Securities hereunder shall be subordinate and unsubordinated debt junior in right of payment, to the Companyextent and manner set forth in Article 11, to all Senior Indebtedness. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, and notices and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other or alternative Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 4 contracts
Samples: Subordinated Indenture (Genius Sports LTD), Subordinated Indenture (Vitru LTD), Subordinated Indenture (Arco Platform Ltd.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 3 contracts
Samples: Subordinate Indenture (Fisker Inc./De), Subordinate Indenture (Ooma Inc), Subordinated Indenture (Viavi Solutions Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that Debentures which may be authenticated and delivered under this Indenture is unlimited. The Securities Debentures may be issued in one or more series and each such in an amount not to exceed the aggregate principal amount of Debentures of that series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in from time to time authorized by or pursuant to a Board Resolution Resolution, or pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Securities Debentures of a particular series. With respect to any seriesDebentures of each series to be authenticated and delivered hereunder, subject there shall be established in or pursuant to the last sentence of this Section 2.3,a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto:
(a) the designation title of the Securities Debentures of the series, series (which shall distinguish the Securities Debentures of the series from the Securities of all other seriesDebentures);
(b) any limit upon the aggregate Principal principal amount of the Securities Debentures of the that series that which 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 Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities Debentures of the series pursuant hereto)that series) and any limit thereon;
(c) the date Stated Maturity Date or dates on Dates, which the Principal of the Securities of the series is payable (which date or dates may be fixed serial and the Company's option, if any, to change the Stated Maturity Date or extendible)Dates;
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities Debentures of the series shall bear interestinterest or the manner of calculation of such rate or rates, if any, any (including the adjustment that would occur upon any remarketing of Trust Securities);
(e) the percentage of principal amount at which the Debentures shall be issued;
(f) the basis upon which interest shall be computed if other than a 360-day year composed of twelve 30-day months;
(g) the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall will be payable or the manner of determination and (in frequency of such Interest Payment Dates and the case of Registered Securities) 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 determinedRegular Record Dates therefor;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, 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;
(fh) the right, if any, to extend the interest payment periods and the duration of any such Extension Period, including the Company to redeem Securities maximum consecutive period during which interest payment periods may be extended;
(i) Issue Date or Dates;
(j) authorized denominations;
(k) the place or places for the payment of principal and premium, if any, and interest;
(l) the series, in whole date or in part, at its option and dates on which or the period or periods within which, the price or prices at which which, and any the terms and conditions upon which Securities which, Debentures of the series may be so redeemed, in whole or in part, at the option of the Company;
(gm) the obligation, if any, of the Company to redeem, redeem or purchase or repay Securities Debentures of the series pursuant to any mandatory redemption 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 and the date or dates on which or the period or periods within which, the price or prices at which which, and the period or periods within which and any of 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;
(hn) the form of the Debentures of the series, including the form of the Certificate of Authentication for such series;
(o) the right or obligation of any Holder or the Company or the applicable Trust to convert or exchange any Debenture into other securities of the Company or such Trust and the terms and conditions of any such conversion or exchange and, if so provided, the terms and conditions upon which 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 or such Trust, 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 convertible or exchangeable Debentures or the administration thereof;
(p) whether the Debentures are issuable as a Global Debenture and, in such case, the identity of the Depositary for such series;
(q) if other than denominations of $1,000 and integral multiples of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which Securities of the series Debentures shall be issuable;
(ir) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premiumterms and conditions, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or interest on the Securities of the series may be determined with reference pursuant to an index based on a coin or currency other than that in which the Securities Debentures of the a series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formsecured;
(s) any and all other Events of Default or covenants terms with respect to the Securities of the series; and
(t) any other terms of the Securities of the such series (which terms shall not be inconsistent with the terms of this Indenture); and
(t) the name of the applicable Trust (which shall distinguish such statutory trust from all other Trusts) to which the Debentures of such series are to be deposited as assets and the date of its Declaration of Trust. 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), and or as may be required to comply with any requirement 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 have Subsidiaries Guarantee the Securitiesconform to usage. All Securities Debentures 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 and identical except as may otherwise be provided by the Company in or pursuant to the Board Resolution referred to above or as and set forth in the Officers' Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Debentures. The terms of the Debentures of any series may provide, without limitation, that the Debentures shall be authenticated and delivered by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Officers' Certificate or supplemental indenture (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officers' Certificate or any applicable supplemental heretoindenture, such terms and conditions of the Debentures of such series as are specified in such Officers' Certificate or supplemental indenture. All Securities Debentures of any one series need not be issued at the same time and and, unless otherwise so provided by the Company, a series may be issued from time reopened for issuances of additional Debentures of such series or to time, consistent with establish additional terms of such series of Debentures. If any of the terms of this Indenture, if so provided the Debentures of any series shall be established by action taken by or pursuant to such a Board Resolution, the Board Resolution shall be delivered to the Trustee at or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series delivery of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities Officers' Certificate setting forth the terms of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedseries.
Appears in 3 contracts
Samples: Indenture (New York Community Bancorp Inc), Indenture (New York Community Capital Trust I), Indenture (New York Community Bancorp Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3Section 2.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2Section 4.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 10Article 8;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 3 contracts
Samples: Subordinated Indenture (Mobileye Global Inc.), Subordinated Indenture (Charles River Laboratories International Inc), Subordinated Indenture (Charles River Laboratories International Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person 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;
(on) if the Securities of the series are to be issuable in definitive definitive, non-global 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 3 contracts
Samples: Subordinated Indenture (Uil Holdings Corp), Subordinated Indenture (Uil Holdings Corp), Subordinated Indenture (Uil Holdings Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and integral multiples of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person 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;
(on) if the Securities of the series are to be issuable in definitive definitive, non-global 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 10VIII;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 3 contracts
Samples: Indenture (Avangrid, Inc.), Indenture (Avangrid, Inc.), Indenture (Avangrid, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or and in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of any series, series (subject to the last sentence of this Section 2.3,):
(a) the designation of the Debt Securities of the series, including CUSIP and ISIN Numbers (if then generally in use), which shall distinguish the Debt Securities of the series from the Debt Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal principal amount after the initial issuance of the Debt Securities of that series (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant hereto);
(c) the date or dates on which the Principal principal of and premium, if any, on the Debt Securities of the series is payable payable, or the method by which such date or dates shall be determined (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.23.4, the place or places where the Principal of, premium, if any, principal of and any premium and interest on Debt Securities of the series shall be payable, any Registered Debt Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Debt Securities of the series and this Indenture may be served and notice to Holders may be published;
(f) the right, if any, of the Company to redeem Debt Securities of the series, in whole or in part, at its option and the date or dates on which, the period or periods within which, the price or prices at which and any terms and conditions upon which Debt Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any mandatory redemption redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the date or dates on which, the price or prices at which and the period or periods within which and any of 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Debt Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if the amount of payments of principal of, premium, if any, or interest, if any, on, any of the Debt Securities of the series may be determined with reference to an index, formula, or other method, the manner in which such amounts shall be determined;
(k) if other than the coin or currency in which the Debt Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Debt Securities of the series shall be payable or if the amount of payments of principal of, of or premium, if any, and/or or interest on the Debt Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Debt Securities of the series are denominated, the manner in which such amounts shall be determined;
(kl) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal principal of, premium, if any, and interest on the Debt Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency shall be valued against other currencies in which any other Debt Securities shall be payable;
(lm) whether the Debt 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 offer and, if other than as provided herein, the terms upon which Unregistered Global Securities of any series may be exchanged for Registered definitive Debt Securities of such series and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other securityseries;
(n) whether and under what circumstances the Company will pay additional amounts on the Debt Securities of the series held by a person who is not a non-U.S. person persons 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 Debt Securities rather than pay such additional amounts;
(o) if the Debt Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Debt Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(p) if there is more than one trustee or a trustee other than The Bank of New York, any trustees, depositariesand if not the trustee, authenticating or paying agentsDepositaries, Authenticating Agents, Paying Agents, transfer agents or the registrar Registrar or any other agents with respect to the Debt Securities of the series;
(q) provisions, if any, for the defeasance of the Debt Securities of the series (including provisions permitting defeasance of less than all Debt 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 10VIII;
(r) if the Debt Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other Events events of Default default or covenants with respect to the Debt Securities of the seriesseries that are not inconsistent with this Indenture;
(t) the form of the Debt Securities of the series (including legends, if any, to be imprinted thereon and the circumstances, if any, which require the imprinting of such legends); and
(tu) any other terms of the Debt Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Debt 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 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 Debt 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 or in any such indenture supplemental hereto hereto, and any forms and terms of Debt Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 3 contracts
Samples: Indenture (Stanley Works), Debt Securities Indenture (Black & Decker Corp), Indenture (Black & Decker Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a1) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b2) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c3) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d4) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e5) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f6) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g7) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption redemption, sinking fund or other provision or at the option of a Holder 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;
(h) 8) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i9) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j10) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k11) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(l12) 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n13) 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;
(o14) 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;
(p15) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q16) 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 108;
(r17) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s18) any other Events events of Default default or covenants with respect to the Securities of the series; and
(t19) any other terms of the Securities of the series series, including, without limitation, conversion or exchange terms (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (Delta Air Lines Inc /De/), Subordinated Indenture (Delta Air Lines Inc /De/)
Amount Unlimited; Issuable in Series. (a) The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(ai) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(bii) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(ciii) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(div) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ev) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(fvi) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gvii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hviii) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(iix) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jx) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(kxi) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(lxii) 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;
(mxiii) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(nxiv) 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;
(oxv) 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;
(pxvi) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qxvii) 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 108;
(rxviii) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sxix) any other Events of Default or covenants with respect to the Securities of the series; and
(txx) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. .
(c) 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. .
(d) Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Notes Indenture (Verisk Analytics, Inc.), Senior Notes Indenture (Verisk Analytics, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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;
(h) if other than denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (Ak Steel Holding Corp), Senior Indenture (Ak Steel Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in by or pursuant to action of the Board Resolution of Directors of the Company or Unilever N.V., as the case may be and by or pursuant to the authority of the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of the applicable Issuer of any series, subject to the last sentence of this Section 2.3,
(a1) the designation title of the Debt Securities of the series, series (which shall distinguish the Debt Securities of the series from the Securities of all other seriesseries of Debt Securities);
(b2) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that which 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 Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant heretoto Section 3.04, 3.05, 3.06, 9.06 or 11.07);
(c3) the date or dates on which the Principal principal of (and premium, if any, on) the Debt Securities of the series is payable (payable, which date or dates may be fixed or extendible)serial;
(d4) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interestany interest or the manner of calculation of such rate or rates, if any, the date or and dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and (or the manner of determination of such Interest Payment Dates and, in the case of Registered registered Debt Securities) on which a record shall be taken , the Regular Record Date 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 determinedon any Interest Payment Date;
(e5) the obligation, if any, of the Company or Unilever N.V., as the case may be or any Guarantor to pay additional interest in respect of the withholding or deduction of taxes, assessments or other governmental charges of the United States of America imposed upon payments under the Debt Securities or Coupons by the Company or Unilever N.V., as the case may be or any Guarantor to a United States Alien;
(6) if other than as provided specified in Section 4.210.02, the place or places where the Principal of, principal of (and premium, if any, ) and any interest on Debt Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon payable by the Company in respect of or Unilever N.V. or the Securities of Guarantors, as the series and this Indenture case may be served and notice to Holders may be publishedbe;
(f7) 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 any the terms and conditions upon which which, Debt Securities of the series may be so redeemed, in whole or in part, at the option of the Company or Unilever N.V., as the case may be and, if other than by Board Resolution, the manner in which such election by the Company or Unilever N.V., as the case be, to redeem such Debt Securities shall be evidenced;
(g) 8) the obligation, if any, of the Company or Unilever N.V., as the case may be to redeem, redeem or purchase or repay any Debt Securities of the series pursuant to any mandatory redemption sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which which, and the period or periods within which and any of the terms and conditions upon which Debt Securities of the series Series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligationobligations (except with respect to any redemption of Debt Securities pursuant to Section 11.08);
(h9) Events of Default with respect to the Debt Securities of the series and the remedies with respect thereto, if other than as specified herein;
(10) if other than denominations of $1,000 and any integral multiples multiple thereof (in the case of registered Debt Securities) and $1,0001,000 (in the case of bearer Debt Securities), the denominations in which Debt Securities of the series in each applicable form shall be issuableissuable and, if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 13.05 hereof;
(i11) whether the Debt Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article XIV and, if other than by a Board Resolution, the manner in which any election by the Company or any Parent to defease such Securities shall be evidenced;
(12) provisions, if any, for the Debt Securities of the series to be convertible as provided in Article XV of this Indenture, including the period or periods within which Debt Securities of such series may be converted into N.V. Shares, the initial conversion price per N.V, Share, deliverable upon such conversion and the denominations in which portions of Debt Securities of such series may be converted, if other than denominations of $1,000 and any integral multiple thereof;
(13) the attachment, if any, of stock, warrants, options or other rights to purchase stock or other securities of the Company, Unilever N.V., Unilever PLC or any other corporation;
(14) the Guarantee of the Debt Securities of such series pursuant to Article II hereof and, if applicable. Section 3.12 hereof;
(15) if other than the Principal principal amount thereof, the portion portion, or the manner of calculation of such portion, of the Principal principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereofMaturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04;
(j16) if other than whether the coin or currency in which the Debt Securities of the series are denominatedwill be issued in registered form or in bearer form with Coupons attached or both and, if bearer series will be issued, the coin date or currency in which payment of the Principal ofdates thereof, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or interest on the whether bearer Debt Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the exchanged for registered Debt Securities of the series are denominatedseries, the manner in which such amounts shall whether a Global Security will initially be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if anyexecuted and delivered, 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;
(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 the registered Debt Securities of the series may be exchangeable exchanged, if permitted under applicable laws and regulations, for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the bearer Debt Securities of the series held by a person who is not a U.S. person and the circumstance under which any such exchanges, if permitted, may be made and whether the procedures set forth in respect Section 3.11 and Section 3.12 shall apply to bearer Debt Securities 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q17) provisions, if any, for the defeasance of the Debt Securities of the series (including provisions permitting defeasance of less than all Securities of the series)to be denominated, which provisions may and payments thereon to be in addition tomade, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 10Foreign Currencies;
(r18) additional covenants, if any, of the Issuer for the benefit of the Debt Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formseries;
(s19) any other Events provisions, if any, for the Debt Securities (and the Guarantees endorsed thereon) to be subordinated to and subject in right of Default or covenants with respect payment to the Securities prior payment in full of all Senior Debt of the series; andIssuer or the Guarantors, as the case may be, of such series of Debt Securities (whether the Company or Unilever N.V.);
(t20) any other terms of the Securities of the series (series, which terms shall not be inconsistent with the provisions of this Indenture); provided, however, that the addition to, subtraction from or variation of Articles IV, V, VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles to the extent permitted by the Trust Indenture Act; provided further that no such addition to, subtraction from or variation shall adversely affect the Holders of any other series of the Debt Securities;
(21) the form of Debt Securities of the series, the Guarantees to be endorsed thereon and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, Coupons appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.thereto; and
Appears in 2 contracts
Samples: Indenture (Unilever N V), Indenture (Unilever United States Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed fixed, deferred or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable payable, the circumstances and periods, if any, in which or during which the Company may or shall defer the payment of interest on the Securities and/or the method by which such rate or rates or date or dates shall be determined;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less fewer 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Wintrust Capital Trust VI), Junior Subordinated Indenture (Synovus Financial Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3Section 2.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2Section 4.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10Article 8;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Article 9), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Indenture (Coach Inc), Indenture (Coach Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the CompanyIssuer. There shall be established in or pursuant to a Board Resolution of the Issuer or the Guarantors, as appropriate, one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company Issuer to increase such aggregate Principal 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 such series and tenor pursuant heretoto Section 2.08, 2.09, 2.12, or 3.05);
(c) the any date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the any rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the any date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the any method by which any such rate or rates or date or dates shall be determined;
(e) if other than as provided in Section 4.24.02, the any place or places where the Principal of, premium, if any, principal of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, any notices or demands to or upon the Company Issuer in respect of the Securities of the series and this Indenture may be served and any notice to Holders may be published, and any time when such payments are to be made at any place of payment;
(f) the right, if any, any right of the Company Issuer to redeem Securities of the series, in whole or in part, at its option and the any period or periods within which, the any 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;
(g) the obligation, if any, any obligation of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the any price or prices at which and the which, any period or periods within which which, and any of 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;
(h) if other than the denominations of $1,000 and integral multiples of $1,000specified in Section 2.04, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or any interest on the Securities of the series shall be payable or or, if the amount of any payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of Americaeuros, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, principal of and any 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;
(l) whether the Securities any obligation 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 Issuer 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 and any right of the Company will have the option Issuer to redeem such Securities rather than pay such additional amounts;
(om) any provisions for the Securities of the series to be issued in bearer form, with or without coupons, and 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;
(pn) if other than the Person acting as Trustee, any trustees, depositaries, Agent authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qo) provisions, if any, any provisions for the defeasance of the any 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, for or in modification of (or any combination of the foregoing) the provisions of Article 10Nine;
(rp) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary any depositary for such Registered Global Security or Securities or Unregistered other than the Common Depositary and any circumstances other than those set forth in Section 2.08 in which any Person may have the right to obtain Securities in global formexchange therefor;
(q) any provisions for Events of Default applicable to any Securities of the series in addition to, in substitution for or in modification of the provisions of Section 6.01;
(r) any provisions for covenants applicable to any Securities of the series in addition to, in substitution for or in modification of the provisions of Article Four;
(s) the terms of the Guarantee, including any other Events of Default or covenants with respect corresponding changes to the Securities provisions of the seriesthis Indenture as then in effect; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 principal amount and as to date of authentication and denomination payee, and except as may otherwise be provided by or pursuant to the Board Resolution of the Issuer or the Guarantor or indenture supplemental hereto referred to above or as set forth in any such indenture supplemental heretoabove. All Notwithstanding the preceding sentence, 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 or in any such indenture supplemental hereto indenture, and any forms and any terms of such Securities to be issued from time to time may be completed and established determined from time to time prior to the issuance thereof by procedures described in established by or pursuant to such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Indenture (LKQ Corp), Indenture (Keystone Automotive Operations Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of any series, series (subject to the last sentence of this Section 2.32.03),
(a) the designation of the Debt Securities of the series, including CUSIP Numbers which shall distinguish the Debt Securities of the series from the Debt Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal principal amount after the initial issuance of the Debt Securities of that series (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant hereto);
(c) the date or dates on which the Principal of the Debt Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Debt Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Debt 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 Debt Securities of the series and this Indenture may be served and notice to Holders may be published;
(f) the right, if any, of the Company to redeem Debt 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 any terms and conditions upon which Debt Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any mandatory redemption 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 and any of 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Debt Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Debt Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Debt Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, Principal of and/or interest on the Debt Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Debt Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if payment of the Principal of and interest on the Debt Securities of the series shall be payable in currency or currencies other than the currency of the United States of AmericaStates, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, and interest on the Securities of the series shall be payable, and the manner in which any such currencies currency shall be valued against other currencies in which any other Debt Securities shall be payable;
(l) whether the Debt Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Debt 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the Debt Securities of the series held by a person who is not a non-U.S. person persons 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 Debt Securities rather than pay such additional amounts;
(on) if the Debt Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Debt 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Debt Securities of the series;
(qp) provisions, if any, for the defeasance of the Debt Securities of the series (including provisions permitting defeasance of less than all Debt 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 108;
(rq) if the Debt Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formDebt Securities;
(sr) any other Events events of Default default or covenants with respect to the Debt Securities of the series; and
(ts) any other terms of the Debt Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Debt 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 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 Debt 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 or in any such indenture supplemental hereto and any forms and terms of Debt Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Subordinated Indenture (CVS Caremark Corp), Subordinated Indenture (CVS Caremark Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to 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, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series, except to the extent that additional Securities of an existing series are being, or will be, issued;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series 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 hereto); provided, however, that the authenticated aggregate principal amount of such series may from time to time be increased above such amount by Board Resolution to such effect;
(c) the date or dates on which the Principal principal of the Securities of the series is payable payable, or the method of determination thereof, (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum ), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, or the method of determination thereof, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premiumprincipal of and any interest, if any, and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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, 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of any of the Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currenciescurrencies or currency unit or units, including composite currencies, in which payment of the Principal of, premiumof and interest, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) 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;
(qp) provisions, if any, for the 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other deletions from or modifications of or additions to the Events of Default or covenants with respect to the Securities of the seriesseries 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
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement other deletions from or modifications of or additions to have Subsidiaries Guarantee this Indenture in respect of such Securities. Each Depositary designated pursuant to this Section 2.03 must, at the Securitiestime of its designation and at all times while it serves as Depositary, be either a clearing agency registered under the Exchange Act and any other applicable statute or regulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Exchange Act, 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Indenture (Western Union CO), Indenture (Western Union CO)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (Credit Suisse (Usa) Inc), Senior Indenture (Credit Suisse Group)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with junior in right of payment, to the extent provided herein, to all other unsecured and unsubordinated debt of the CompanySenior Indebtedness. There shall be established in or pursuant to a Board Resolution of the Company or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 109;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Subordinated Indenture (Credit Suisse Group), Subordinated Indenture (Credit Suisse Group)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of any series, series (subject to the last sentence of this Section 2.32.03),
(a) the designation of the Debt Securities of the series, including CUSIP Numbers which shall distinguish the Debt Securities of the series from the Debt Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal principal amount after the initial issuance of the Debt Securities of that series (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant hereto);
(c) the date or dates on which the Principal of the Debt Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Debt Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Debt 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 Debt Securities of the series and this Indenture may be served and notice to Holders may be published;
(f) the right, if any, of the Company to redeem Debt 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 any terms and conditions upon which Debt Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any mandatory redemption 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 and any of 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Debt Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Debt Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Debt Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, Principal of and/or interest on the Debt Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Debt Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if payment of the Principal of and interest on the Debt Securities of the series shall be payable in currency or currencies other than the currency of the United States of AmericaStates, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, and interest on the Securities of the series shall be payable, and the manner in which any such currencies currency shall be valued against other currencies in which any other Debt Securities shall be payable;
(l) whether the Debt Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Debt 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the Debt Securities of the series held by a person who is not a non-U.S. person persons 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 Debt Securities rather than pay such additional amounts;
(on) if the Debt Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Debt 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Debt Securities of the series;
(qp) provisions, if any, for the defeasance of the Debt Securities of the series (including provisions permitting defeasance of less than all Debt 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 108;
(rq) if the Debt Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Debt Securities of the series; and
(ts) any other terms of the Debt Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Debt 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 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 Debt 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 or in any such indenture supplemental hereto and any forms and terms of Debt Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (CVS Corp), Senior Indenture (CVS Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person 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;
(on) if the Securities of the series are to be issuable in definitive definitive, non-global 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (Uil Holdings Corp), Senior Indenture (Uil Holdings Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) whether the Securities are entitled to the benefit of any Guarantee by any Guarantor;
(c) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(cd) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(de) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ef) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(fg) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gh) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hi) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(ij) 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;
(jk) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(kl) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(lm) 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;
(mn) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(no) 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;
(op) 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;
(pq) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qr) 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 108;
(rs) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(st) any other Events of Default or covenants with respect to the Securities of the series; and
(tu) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Notes Indenture (Trinity Industries Inc), Senior Notes Indenture (Trinity Parts & Components, LLC)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such up to the aggregate principal amount of securities of that series shall rank equally and pari passu with all other unsecured and unsubordinated debt from time to time authorized by or pursuant to a Board Resolution of the CompanyCompany or pursuant to one or more indentures supplemental hereto. There Prior to the initial issuance of Debt Securities of any series, there shall be established in or pursuant to a Board Resolution of the Company and set forth in an Officer's Certificate of the Company or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,supplemental:
(ai) the designation title of the Debt Securities of the series, series (which shall distinguish the Debt Securities of the series from the Securities of all other seriesDebt Securities);
(bii) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that which 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 Debt Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant hereto);
(ciii) the date or of dates on which the Principal principal of and premium, if any, on the Debt Securities of the series is payable (which date or dates may be fixed or extendible)payable;
(div) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interest, if any, or the method by which such interest may be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates and (in the case of Registered Securities) on which a record shall be taken dates for the determination of Holders holders to whom interest is payable and/or the method by which on any such rate or rates or date or dates shall be determinedInterest Payment Dates;
(ev) if other than as provided in Section 4.2, the place or places where the Principal principal of, premium, if any, and any interest on Debt 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;
(fvi) the right, if any, to extend the interest payment periods and the duration of such extension;
(vii) the Company to redeem price or prices at which, the period or periods within which, the event or events giving rise to, and the terms and conditions upon which Debt Securities of the seriesseries may be redeemed, in whole or in part, at its the option and the period or periods within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemedCompany, pursuant to any sinking fund or otherwise;
(gviii) the obligation, if any, of the Company to redeem, redeem or purchase or repay Debt 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 which, and the period or periods within which which, and any of the terms and conditions upon which which, Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(hix) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Debt Securities of the series shall be issuable;
(ix) any Events of Default with respect to the Debt Securities of a particular series, if other than not set forth herein;
(xi) the Principal amount thereof, the portion form of the Principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration including the form of the maturity thereofCertificate of Authentication of such series;
(jxii) if other than any trustee, authenticating or paying agents, warrant agents, transfer agents or registrars with respect to the coin or currency in which Debt Securities of such series;
(xiii) whether the Debt Securities of the series are denominatedshall be issued in whole or in part in the form of one or more Global Debt Securities and, in such case, the coin Depositary for such Global Debt Security or currency Global Debt Securities, and whether beneficial owners of interests in any such Global Debt 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 series relating to the global nature of the Global Debt Securities of such series and the exchange, registration or transfer thereof and the payment of the Principal ofany principal, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the seriesthereon; and
(txiv) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Debt 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 date and denomination and except as may otherwise be provided by in or pursuant to such resolution of the Board Resolution referred to above of Directors or as set forth in any such indenture supplemental hereto. All Securities If any 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 the series are established by or action taken pursuant to such a Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of SecuritiesCompany, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.a
Appears in 2 contracts
Samples: Indenture (Suntrust Capital Ii), Indenture (Suntrust Capital Iv)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The title and terms of each series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There Securities shall be established as set forth in or determined pursuant to Board Resolution an Officer’s Certificate or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject which shall set forth such of the following as are applicable to the last sentence Securities of this Section 2.3,such series:
(a) the designation title of the Securities of the series, series (which shall distinguish the Securities of the such series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued);
(b) any limit upon the aggregate Principal principal amount of the Securities of the series 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 such series pursuant heretoto Section 3.04, 3.06, 3.07, 4.06, or 14.05);
(c) 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 method by which such date or dates may shall be fixed determined or extendible)extended;
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series 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 method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and (in the case of Registered Securities) on which a record shall be taken Record Dates for the determination of Holders to whom interest is payable and/or on such Interest Payment Dates or the method by which such rate or rates or date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;
(e) if other than as provided U.S. Dollars, the Foreign Currency in Section 4.2which Securities of the series shall be denominated or in which payment of the principal of, premium, if any, 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 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 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 places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the Principal principal of, premium, if any, and any interest on Securities of the series shall be payable, any Registered and where Securities of the any series may be surrendered presented for exchangeregistration of transfer, noticesexchange or conversion, and the place or places where notices and demands to or upon the Company Issuer in respect of the Securities of the such series and this Indenture may be served and notice to Holders may be publishedmade;
(fi) the rightprice or prices at which, 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 or the date or dates on which, and the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have that option;
(gj) the obligationobligation or right, if any, of the Company Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which and which, the period or periods within which or the date or dates on 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;
(hk) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(il) if other than the Principal principal amount thereof, the portion of the Principal principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the maturity thereofMaturity thereof pursuant to Section 7.02 (to the extent not otherwise specified in such section);
(jm) the guarantors, if other than the coin or currency in which any, of the Securities of the series are denominatedseries, and the coin or currency in which payment extent of the Principal ofguarantees (including provisions relating to seniority, premiumsubordination, if any, or interest on and the Securities release of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premiumguarantors), if any, 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;
(l) whether the Securities of the series additions or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) changes to permit 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 facilitate guarantees of such series and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other securitySecurities;
(n) 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;
(o) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange issued as Original Issue Discount Securities and the amount of a temporary Security of discount with which 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 conditionsSecurities may be issued;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or if the registrar or any other agents 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 seriesprovisions of Article XII and, if the Securities of any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee pursuant to Section 12.08;
(p) whether the Securities of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities;
(q) provisions, if any, for the defeasance date as of the Securities which any Global Security of the series (including provisions permitting defeasance of less shall be dated if other than all Securities the original issuance of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination first Security of the foregoing) the provisions of Article 10series to be issued;
(r) if the Securities of the series are issuable in whole to be convertible into or in part as one exchangeable for any securities or more Registered Global Securities or Unregistered Securities in global formproperty of any Person (including the Issuer), the identity of the Depositary terms and conditions upon which such Securities will be so convertible or common Depositary for exchangeable, and any additions or changes, if any, to permit or facilitate such Registered Global Security conversion or Securities or Unregistered Securities in global formexchange;
(s) any other Events whether the Securities of Default or covenants such series are subject to subordination and the terms of such subordination (for purposes of clarity, it is hereby understood and agreed that, unless the Securities of such series are expressly stated to be subject to subordination, Article XV shall not be applicable with respect to the Securities of such series);
(t) whether the Securities of such series are to be secured and the terms of such security;
(u) any restriction or condition on the transferability of the Securities of such series;
(v) any addition or 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
(taa) any other terms of the Securities of the such 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), and any requirement to have Subsidiaries Guarantee the Securities. .
(bb) 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 and except as may otherwise be provided by herein or pursuant to the Board Resolution referred to above or as set forth in any such indenture an Officer’s Certificate or in one or more indentures supplemental hereto. All Unless otherwise specified with respect to the Securities of any one series need not be issued pursuant to this Section 3.01, the Issuer may, at the same its option, at any time and may be issued from time to time, consistent with the terms re-open any series 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, if so provided by or unless otherwise specified pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided 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. Any such re-opening and the aggregate terms thereof (including, without limitation, the principal amount of a series of Securities may be increased and the additional Securities of such series may to be issued up so issued) shall be set forth in an Officer’s Certificate or one or more indentures supplemental hereto delivered to the maximum aggregate principal amount authorized with respect Trustee prior to the issuance of any such series as increasedadditional Securities of such series.
Appears in 2 contracts
Samples: Indenture (Healthpeak OP, LLC), Supplemental Indenture (Healthpeak Properties, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and integral 2,000 or higher multiples of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.a
Appears in 2 contracts
Samples: Senior Indenture (Valmont Industries Inc), Senior Indenture (Valmont Group Pty LTD)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.32.03),
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 non-U.S. person persons 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (Donaldson Lufkin & Jenrette Inc /Ny/), Senior Indenture (Donaldson Lufkin & Jenrette Inc /Ny/)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, and notices and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other or alternative Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Senior Indenture (Genius Sports LTD), Senior Indenture (Iris Energy LTD)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series series, and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyas set forth in Board Resolution or indenture supplemental hereto establishing such series. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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;
(h) if other than minimum denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal Principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(l) whether the Securities of the series or any portion thereof will be issuable as Registered Global 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10ARTICLE X;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other Events of Default or covenants with respect to the Securities of the series;
(t) the ranking of such Securities; and
(tu) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 11.01(f), and any requirement to have Subsidiaries Guarantee the Securities). 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Indenture (Grede LLC), Indenture (Grede LLC)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The terms and conditions listed below, as applicable, of any series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There Securities shall be established either in an indenture supplemental hereto or in or pursuant to a resolution of the Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,Directors:
(a) the designation title of the Securities of the series, series (which shall distinguish the Securities of the series from the Securities of all other series);
(b) any limit upon the aggregate Principal principal amount of the Securities of the series 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, for or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);to Section 2.05, 2.06, 2.07, 9.04 or 11.07.
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible)payable;
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, or the formula by which interest shall be calculated by the Company or an agent designated for such purpose, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken Regular Record Date 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 determinedon any Registered Security on any Interest Payment Date;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premiumplaces, if any, in addition to those specified herein, where the principal of and any premium or interest on Securities of the series shall be payablepayable (the "Place of Payment"), any Registered Securities of the series may be surrendered for exchangeregistration of transfer, notices, 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 notice where notices to Holders may holders pursuant to this Indenture will be published;
(f) the rightprice or prices at which, 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 any the terms and conditions upon which Securities of the series may be so redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;
(g) 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 holder thereof and the price or prices at which and which, the period or periods within which and any of the other terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, which in the case of Securities of any series that are repayable at the option of a holder thereof shall be set forth in the form of such Security;
(h) 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 and, in the case of Bearer Securities, 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;
(i) 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 (if other than the Depository Trust Company) for such Global Security or Securities and whether such global form shall be permanent or temporary;
(j) if Securities of the series are to be issuable initially in the form of one or more temporary Global Securities, the circumstances under and the manner in which such temporary Global Securities can be exchanged for definitive Securities of the series and whether such definitive Securities will be Registered Securities, Bearer Securities or both and will be in global form;
(k) the denominations in which Registered Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which Bearer Securities of the series such series, if any, shall be issuable;
(i) issuable if other than the Principal amount thereof, the portion denomination of the Principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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$5,000;
(l) whether any Event of Default or Acceleration Event with respect to the Securities of such series, if not set forth herein;
(m) the form of Securities of such series;
(n) the Person or Persons who shall be Security registrar for the Securities of such series if other than as provided for in this Indenture, and the place or any portion thereof places where the Security Register for such series shall be maintained and the Person or Persons who will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) the initial Paying Agent 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 andAgents, 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 amountsthis Indenture;
(o) if the warrants for Securities of the any 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 conditionsissued, the form in which the warrants shall be issued, the circumstances under and the manner in which the warrants may be exercised, any obligation of the Company concerning any Securities underlying the warrants and any other terms of such certificates, documents or conditions;conditions regarding the warrants and any Securities underlying the warrants; and
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and couponsthe coupons appertaining to Bearer Securities of such series, if any, issued under this Indenture in all respects shall be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of actual time or times of authentication and delivery or Maturity of the Securities of such series. All Securities of the same series and the coupons appertaining thereto to Bearer Securities of such series, if any, shall be substantially identical, identical except in the case of Registered Securities as to date and denomination and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth either 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 or in any such an indenture supplemental hereto and any forms and terms or a resolution of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedDirectors.
Appears in 2 contracts
Samples: Indenture Regarding Subordinated Securities (Mercantile Bancorporation Inc), Indenture Regarding Subordinated Securities (Mercantile Bancorporation Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally be subordinated to the Senior Indebtedness pursuant to, and pari passu with all other unsecured to the extent and unsubordinated debt in the manner set forth in, the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. If additional Securities of any one series are issued that are not fungible with the outstanding Securities of the applicable series for U.S. federal income tax purposes, the additional Securities will have a separate CUSIP number. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 2 contracts
Samples: Subordinated Indenture (Banco Santander (Brasil) S.A.), Subordinated Indenture (Banco Santander (Brasil) S.A.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 Non-U.S. person persons 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 inmodification of (or any combination of the foregoing) the provisions of Article 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events addition to or change in events of Default default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 unless otherwise provided, a series may be reopened, without the consent of any Holder, for issuances of additional Securities of such series and such Securities may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Indenture (Amerada Hess Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution of the Company, an Officer’s Certificate or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to any or all of the last sentence of this Section 2.3,following, as applicable:
(a) the designation title of the Securities of the series, which shall distinguish the Securities of the that series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may to be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 that series pursuant hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may shall be fixed or extendible)payable;
(d) the percentage of the aggregate principal amount of the Securities of the series at which the Securities shall be issued and whether the Securities will be Original Issue Discount Securities and any special tax considerations relating thereto;
(e) (i) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, ;
(i) the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or payable; and/or
(ii) the method by which such rate or rates or date or dates shall be determined;
(ef) if other than as provided in Section 4.2, the place or places where (i) the Principal of, premium, if any, interest on and any interest on Additional Amounts in respect of Securities of the series shall be payable, (ii) any Registered Securities of the series may be surrendered for transfer or exchange, notices, and (iii) notices or demands to or upon the Company and the Guarantor in respect of the Securities of the series and this Indenture may be served and notice to Holders may be publishedserved;
(fg) 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 any terms and conditions upon which Securities of the that series may be so redeemed, pursuant to any sinking fund or otherwise;
(gh) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 and any of the terms and conditions upon which Securities of the that series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(hi) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(ij) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the maturity thereof;
(jk) if other than Dollars, the currency or currencies in which payment of the Principal of or interest on or any Additional Amounts in respect of Securities of the series shall be payable or in which Securities of that series shall be denominated, and any other terms and conditions relating thereto;
(l) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, Principal of and/or interest on the Securities of the that 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, the manner in which such amounts shall be determined;
(km) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than Dollars, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts 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 amountsAdditional Amounts;
(o) 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 that series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(p) any trustees, depositaries, authenticating or paying agentsAuthenticating Agents, Paying Agents, transfer agents or the registrar Registrar or any other agents Agents with respect to the Securities of the series;
(q) 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 109;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other deletions from, modifications of or additions to the Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution Resolutions of the Company or Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution Resolutions or in any such indenture supplemental hereto hereto, and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution Resolutions, Officer’s Certificate or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securitiesprovided, the aggregate principal amount of a series of Securities may be increased and re-opened, without the consent of the Holders, for issuances of additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedseries.
Appears in 1 contract
Samples: Indenture (Alcon Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to 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, subject to the last sentence of the penultimate paragraph of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed fixed, deferred or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable payable, the circumstances and periods, if any, in which or during which the Company may or shall defer the payment of interest on the Securities and/or the method by which such rate or rates or date or dates shall be determined;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less fewer 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that Notes which may be authenticated and delivered under this Indenture is unlimited. The Securities Notes may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries, which may include one or more tranches, including Notes issued in a Periodic Offering. There shall be established in or pursuant to Board Resolution an Officer’s Certificate or one or more indentures an indenture supplemental hereto, prior to the initial issuance of Securities Notes of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities Notes of the series, which shall distinguish the Securities Notes of the series from the Securities Notes of all other series;
(b) if other than the form of the Notes in Exhibit A attached hereto, the form or forms of the Notes of such series;
(c) whether the Notes are entitled to the benefit of any Guarantee;
(d) any limit upon the aggregate Principal principal amount of the Securities Notes of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal principal amount after the initial issuance of the Securities Notes of that series (except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities Notes of the series pursuant hereto);
(ce) the date or dates on which the Principal principal of the Securities Notes of the series is payable (which date or dates may be fixed or extendible);
(df) the rate or rates (which may be fixed or variable) per annum at which the Securities Notes of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(eg) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of and any interest on Securities Notes of the series shall be payable, any Registered Securities of the series place or places where the Notes may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities Notes of the series and this Indenture may be served and notice to Holders may be publishedserved;
(fh) the right, if any, of the Company to redeem Securities Notes 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 any terms and conditions upon which Securities Notes of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gi) the obligation, if any, of the Company to redeem, purchase or repay Securities Notes of the series pursuant to any mandatory redemption 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 and any of the terms and conditions upon which Securities Notes of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(hj) if other than denominations of $1,000 200,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities Notes of the series shall be issuable;
(ik) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities Notes of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jl) if other than the coin or currency in which the Securities Notes of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities Notes of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or interest on the Securities Notes of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities Notes of the series are denominated, the manner in which such amounts shall be determined;
(km) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, principal of and interest on the Securities Notes 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 Notes shall be payable;
(ln) 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 the Securities Notes of the series may be exchangeable for and/or convertible into the common stock ordinary shares of the Company or any other security;
(no) whether and under what circumstances the Company will pay additional amounts on the Securities Notes 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 Notes rather than pay such additional amounts;
(op) if the Securities Notes of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security Note 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;
(pq) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities Notes of the series;
(qr) provisions, if any, for the defeasance of the Securities Notes of the series (including provisions permitting defeasance of less than all Securities Notes 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 108;
(rs) if the Securities Notes of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formNotes, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formNotes;
(st) any other or alternative Events of Default or covenants with respect to the Securities Notes of the series; and
(tu) any other terms of the Securities Notes of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities Notes of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities any Periodic Offering and except as to date and denomination and except as may otherwise be provided by or pursuant to the Board Resolution Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities Notes 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 Officer’s Certificate or in any such indenture supplemental hereto and any forms and terms of Securities Notes to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution Officer’s Certificate or supplemental indenture. Unless All Notes of any one series need not be issued at the same time and, unless otherwise expressly provided with respect to by the Company, a series of Securities, the aggregate principal amount of a series of Securities may be increased and reopened for issuances of additional Securities Notes of such series may be issued up or to the maximum aggregate principal amount authorized with respect to establish additional terms of such series as increasedof Notes.
Appears in 1 contract
Samples: Senior Indenture (Aptiv Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series and each such in one or more Tranches thereof. Each series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in authorized by a Company Order or pursuant to Board Resolution Orders or one or more indentures supplemental hereto, prior which shall specify whether the Securities of such series shall be subject to a Periodic Offering. The Company Order or Orders or supplemental indenture and, in the case of a Periodic Offering, Instructions or other procedures acceptable to the initial issuance of Securities of any seriesTrustee specified in such Company Order or Orders, subject to shall establish the last sentence of this Section 2.3,
(a) the designation of the Securities terms of the series, which shall distinguish may include the Securities of the series from the Securities of all other series;
following: (bi) any limit upon limitations on the aggregate Principal principal amount of the Securities of the series that may to be authenticated and delivered under this Indenture and any limitation on the ability as part 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, for or in lieu of, or upon redemption of, of other Securities of that series); (ii) the stated maturity or maturities of such series pursuant hereto);
and any right to extend such date or dates; (ciii) the date or dates from which interest shall accrue, the Interest Payment Dates on which such interest will be payable or the Principal manner of determination of such Interest Payment Dates and the Securities record date for the determination of the series holders to whom interest is payable on any such Interest Payment Date; (which date or dates may be fixed or extendible);
(div) the interest rate or rates (which may be fixed or variable), or method of calculation of such rate or rates, for such series; (v) per annum at which the Securities of the series shall bear interestterms, if any, regarding the redemption, purchase or repayment of such series (whether at the option of the Company or a holder of the Securities of such series and whether pursuant to a sinking fund or analogous provisions, including payments made in cash in anticipation of future sinking fund obligations), including redemption, purchase or repayment date or dates from which of such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premiumseries, if any, and the price or prices and other terms and conditions applicable to such redemption, purchase or repayment (including any interest on premium); (vi) whether or not the Securities of the such series shall be payableissued in whole or in part in the form of a Global Security and, any Registered Securities if so, the Depositary for such Global Security and the related procedures with respect to transfer and exchange of such Global Security; (vii) the series may be surrendered for exchange, notices, demands to or upon designation of such series; (viii) the Company in respect form of the Securities of the series and this Indenture may be served and notice to Holders may be published;
such series; (fix) the rightmaximum annual interest rate, if any, of the Company to redeem Securities permitted for such series; (x) whether the 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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 such series shall be redeemed, purchased or repaid, in whole or in part, pursuant subject to such obligation;
Periodic Offering; (hxi) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, principal of (and premium, if any, ) and interest on the Securities of the such series shall be payable, if other than Dollars and the manner in which any such currencies shall be valued against other currencies in which any other of determining the Dollar equivalent for purposes of determining Securities shall be payableoutstanding;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Senior Note Indenture (Anthem Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,
(a1) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b2) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c3) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d4) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e5) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, principal of 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;
(f6) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g7) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) 8) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i9) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j10) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k11) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(l12) 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n13) 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;
(o14) 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;
(p15) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q16) 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 108;
(r17) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities (which Depositary shall, at the time of its designation as Depositary and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or Unregistered Securities in global formregulation);
(s18) any other Events events of Default default or covenants with respect to the Securities of the series; and
(t19) the subordination provisions, if any, relating to such Securities or the Guarantee;
(20) with respect to any series of senior secured Securities, the type, amount and other terms of, and provisions relating to, the collateral to be provided as security, and any deletions, additions or modifications to this Indenture to permit the issuance of senior secured Securities or the administration thereof; and
(21) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Indenture (Promus Hotel Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Subordinated Indenture is unlimited. The Securities may be issued in one or more series series, and, unless provided for otherwise in or pursuant to a Board Resolution and set forth in an Officer’s Certificate or in an indenture supplemental hereto, each such series shall at all times rank equally and pari passu with all other unsecured among themselves and unsubordinated debt of shall be subordinated to Senior Indebtedness pursuant to, and to the Companyextent set forth in, the applicable supplemental indenture. There shall be established in or pursuant to a Board Resolution and set forth in one or more Officer’s Certificates, or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,:
(a) the designation issue date of the Securities;
(b) the title and type of the Securities of the series, series (which shall distinguish the Securities of the series from the Securities of all other seriesSecurities);
(bc) the ranking of the Securities;
(d) the initial principal amount of the Securities and any limit limits upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Subordinated 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 heretoto Sections 2.08, 2.09, 2.11, 4.03 or 11.04);
(ce) the denominations in which Securities of the series shall be issuable;
(f) if other than Dollars, the coin or currency in which the Securities of the series are denominated;
(g) the date or dates dates, if any, on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible)payable;
(dh) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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;
(h) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal amount thereofof principal or any premium or interest on the Securities may be determined with reference to an index or pursuant to a formula, the portion of the Principal amount of Securities of the series manner in which shall such amounts will be payable upon declaration of acceleration of the maturity thereofdetermined;
(j) if other than the coin manner in which, and the place or currency in which the Securities of the series are denominatedplaces where, the coin or currency in which payment principal of the Principal of, premium, if any, or and any interest on the Securities of the series shall be payable (subject to the provisions of Section 3.02);
(k) the right or if the amount of payments of principal of, premiumrequirement, if any, and/or to extend the interest on payment periods or defer or cancel the payment of interest and the duration and effect of that extension, deferral or cancellation;
(l) any other or different subordination events, modification or elimination of any acceleration rights or covenants with respect to the Securities of the series may be determined with reference and any terms required by or advisable under applicable laws or regulations or rating agency criteria, including laws and regulations relating to an index based on a coin or currency other than that in which attributes required for the Securities of the series are denominatedto qualify as capital for regulatory, the manner in which such amounts shall be determined;
(k) if rating or other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 versapurposes;
(m) whether the Securities any conversion or exchange features of the series may be exchangeable for and/or convertible into the common stock of the Company or any other securitySecurities;
(n) whether and under what circumstances the Company Issuer will pay additional amounts Additional Amounts on the Securities of the series held by a person who is not a U.S. person in respect of for any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company it will have the option to redeem such those Securities rather than pay such additional amountsthe Additional Amounts, in each case, if other than as provided herein;
(o) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer;
(p) the terms of the subordination of the Securities of the series and any other provisions relevant to such subordination, if different from the terms and provisions set forth herein;
(q) any trustees, authenticating agents, paying agents, transfer agents, registrars or any other agents with respect to the Securities of the series;
(r) any restrictions applicable to the offer, sale or delivery of the Securities;
(s) any provisions for the discharge of our obligations relating to the Securities, if different from the provisions set forth herein;
(t) 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;
(pu) any trusteeswhether the series of Securities may be reopened in a manner consistent with the terms of this Subordinated Indenture, depositarieswithout the consent of the Holders of the Securities of the series, authenticating for increases in the aggregate principal amount of the series or paying agents, transfer agents or for the registrar or any other agents establishment of additional terms with respect to the Securities of the series;
(qv) provisionsany write-down, write-up, bail-in or other provisions applicable to a particular series of Securities required by, relating to or in connection with, applicable regulatory capital or other requirements of the FSA or other applicable regulatory authority;
(w) if anyother than the principal amount thereof, for the defeasance portion of the principal amount of the Securities of the series (including provisions permitting defeasance which shall be payable upon declaration of less than all Securities acceleration of the series)maturity thereof pursuant to Section 4.01 or provable in bankruptcy, which provisions may be in addition tocivil rehabilitation, in substitution forreorganization, insolvency or in modification of (or any combination of the foregoing) the provisions of Article 10similar proceedings pursuant to Section 4.02;
(rx) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable;
(y) if the principal of or interest on the Securities of the series is to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(z) if the amounts 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;
(aa) whether the Securities of the series will be issuable in whole or in part as one or more Registered Securities (and, if so, whether such Securities will be issuable as Registered Global Securities or Unregistered Securities and, in global formsuch case, the identity of the Depositary or common Depositary respective Clearing Organization for such Registered Global Security Securities) and any restrictions applicable to the offer, sale, transfer, exchange or delivery of Registered Securities or Unregistered Securities in global formthe payment of interest thereon not otherwise specified herein;
(sbb) any other Events of Default or covenants with respect to whether the Securities of the seriesseries shall be excluded from participation with the Securities of other series or otherwise differentiated from the Securities of other series in relation to any matter in respect of which the Securities generally or Securities of more than one series are contemplated by this Subordinated Indenture to act together or otherwise be treated or affected collectively; and
(tcc) any other terms of the Securities of the series (series, which terms shall not be inconsistent with the provisions of this Subordinated Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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, issue date, issue price and, if applicable, the date from which interest shall accrue and denomination and the date on which interest shall be first paid, except as may otherwise be provided by in or pursuant to the a Board Resolution referred to above or as and set forth in any such indenture one or more Officer’s Certificates or in one or more indentures supplemental hereto, as referenced above. All Securities of any one series need not be issued at the same time time, and unless otherwise provided, a series may be issued from time to time, consistent with the terms reopened for issuance of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may without the consent of any Holder; provided that such additional Securities must be issued up to fungible with the maximum aggregate principal amount authorized with respect to such other Outstanding Securities of the same series as increasedfor U.S. federal income tax purposes.
Appears in 1 contract
Samples: Subordinated Indenture (Sumitomo Mitsui Financial Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to an Officers’ Certificate, a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise (whether as specified in Article 3 or otherwise), including if the Securities of a series are to be redeemable at the option of the Company as provided in Section 3.02, the amount of the Redemption Premium and the identity of the Reference Dealers and Quotation Agent;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series;
(s) if applicable, whether the covenant specified in Section 4.07 shall not apply to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Officers’ Certificate or 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 Officers’ Certificate or Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Officers’ Certificate, Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased, having the same terms and conditions as the Securities of such series in all respects, except for any differences in the issue date and price and interest accrued prior to the issue date of the additional Securities of such series; provided that if such additional Securities are not fungible with the Securities of such series for United States federal income tax and securities law purposes, then the additional Securities shall have a separate CUSIP number from the Securities of such series. No additional Securities may be issued if any Event of Default has occurred and is continuing with respect to the Securities of such series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this the Indenture is unlimited. The Securities may be issued in one or more series and each such series shall will rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall will be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3Section,
(a) the designation of the Securities of the series, which shall will distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this the Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall will bear interest, if any, the date or dates from which such interest shall will accrue, on which such interest shall will be payable and (in the case of Registered Securities) on which a record shall will 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 will be determined;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, principal of and any interest on Securities of the series shall will 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 the Indenture may be served and notice to Holders may be published;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 and any of the terms and conditions upon which Securities of the series shall will be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(h) if other than denominations of $1,000 and integral multiples any multiple of $1,000, 1,000 the denominations in which Securities of the series shall will be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall that will be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall will be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall will be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, principal of and interest on the Securities of the series shall will be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies shall currency will 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 (one or more Global Securities, and if so, whether (i) any circumstances in addition to or in lieu of those set forth in clause 2.11(b)(4) in which 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 Security may be exchanged or transferred in whole or in part for Registered Securities registered in the name of Persons other than the Depositary, or its nominee, for such series Security and vice versa;(ii) the Depositary for such Global Security.
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(pn) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qo) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sp) any other Events events of Default default or covenants with respect to the Securities of the series; and
(tq) any other terms of the Securities of the series (which terms shall will not be inconsistent with the provisions of this the Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall will be substantially identicalidentical except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 the Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Indenture (Compaq Computer Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Securities Notes may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, hereto prior to the initial issuance of Securities Notes of any series, subject to the last sentence of this Section 2.3,:
(a1) the designation title of the Securities of the series, which shall distinguish the Securities of Notes and the series from the Securities of all other seriesin which such Notes shall be included;
(b2) any limit the limit, if any, upon the aggregate Principal principal amount of the Securities Notes of such title and the Notes of such series 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 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities Notes of the series pursuant heretoto Sections 2.07, 2.08, 2.11 or 3.06);
(c3) whether Notes of the series may be issued in whole or in part in global form and, if so, the identity of the Depositary for such Notes in global form, and the terms and conditions, if any, upon which interests in such Notes in global form may be exchanged, in whole or in part, for the individual Notes represented thereby;
(4) the date or dates on which the Principal principal of the Securities of the series such Notes is payable (which date or dates may be fixed or extendible)payable;
(d5) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series such Notes shall bear interest, if any, or method by which such rate or rates are determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and (in the case of Registered Securities) Record Date for the interest payable on Notes on any Interest Payment Date, and the basis upon which a record interest shall be taken for the determination calculated if other than that of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determineda 360-day year of twelve 30-day months;
(e6) if other than as provided in Section 4.2, the place or places places, if any, in addition to or other than the Corporate Trust Office, where the Principal of, principal of (and premium, if any) and interest on, and any interest on Securities of the series such Notes shall be payable, any Registered Securities of the series where such Notes may be surrendered for exchangeregistration of transfer, notices, where such Notes may be surrendered for exchange and where notice and demands to or upon the Company Issuers, in respect of the Securities of the series such Notes and this Indenture Indenture, may be served and notice to Holders may be publishedserved;
(f7) 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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 such Notes may be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationArticle Three, or in furtherance of any addition to, elimination of, replacement of or other change in Article Three;
(h) 8) the denominations in which Notes of the series, if any, shall be issuable if other than denominations of $1,000 2,000 and any integral multiples of $1,000, the denominations 1,000 in which Securities of the series shall be issuableexcess thereof;
(i9) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which such Notes that shall be payable upon declaration of acceleration of the maturity thereofStated Maturity thereof pursuant to Section 6.02;
(j10) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, of (and premium, if any) or interest, and/or interest if any, on the Securities of the series such Notes may be determined with reference to an index based on a coin index, formula or currency other method other than that in which the Securities of the series Notes are denominatedstated to be payable, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o11) if the Securities Notes of the such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security Note of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;
(p12) whether and upon what terms the Notes of any series may be defeased if different from the provisions set forth herein;
(13) any trusteesaddition to, depositarieselimination of, authenticating replacement of or paying agents, transfer agents other change in the covenants in Article Four;
(14) any addition to or change in the registrar or any other agents with respect Events of Default which applies to the Securities Notes of the series;
(q15) provisionsthe currency, currencies or currency units in which payment of principal of (and premium, if any) or interest, if any, for the defeasance of the Securities on any Notes of the series (including provisions permitting defeasance of less shall be payable if other than all Securities the currency of the series), which provisions may be in addition to, in substitution for, or in modification United States of (or any combination of the foregoing) the provisions of Article 10America;
(r16) if the Securities principal of (and premium, if any) or interest, if any, on any Notes of the series are issuable is to be payable, at the election of the Issuers or a Holder thereof, in whole or in part as one or more Registered Global Securities currencies or Unregistered Securities currency units other than that or those in global formwhich the Notes are stated to be payable, the currency, currencies or currency units in which principal of (and premium, if any) or interest, if any, on any Notes 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;
(17) whether the Notes will be guaranteed and the terms of any such guarantee, the identity of any guarantors, the Depositary terms and conditions of such guarantees and provisions for the accession of the guarantors to certain obligations hereunder or common Depositary any provisions for such Registered Global Security termination of guarantees, including any addition to, elimination of, replacement of or Securities or Unregistered Securities other change in global formArticle Ten;
(s18) whether the Notes will have any conversion features;
(19) any addition to, elimination of, replacement of or other Events of Default or covenants with respect to the Securities of the serieschange in Article One, Article Five, Article Seven, Article Eight, Article Nine and Article Ten; and
(t20) any other terms of the Securities of the series such Notes (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 9.01), and any requirement to have Subsidiaries Guarantee the Securities. All Securities Notes of any one series shall be substantially identical except as to denomination and couponsthe rate or rates of interest, if any, appertaining thereto issue date, issue price, redemption dates and sinking fund dates, if any, and Stated Maturity, the date from which interest, if any, shall accrue, the amount that shall be substantially identical, except in payable upon the case declaration of Registered Securities as to date and denomination acceleration and except as may otherwise be provided by in or pursuant to the such Board Resolution referred to above or as and set forth in such Officer’s Certificate or in any such indenture supplemental hereto. All Securities Notes of any one series need not be issued at the same time and and, unless otherwise provided, a series may be issued from time to time, consistent with reopened for issuances of additional Notes of such series. If any of the terms of this Indenture, if so provided the Notes of any series were established by or action taken pursuant to a Board Resolution, a copy of an appropriate record of such Board Resolution action shall be certified by the Secretary or in any such indenture supplemental hereto an Assistant Secretary of each of the Issuers and any forms and terms of Securities delivered to be issued from time to time may be completed and established from time to time the Trustee at or prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series delivery of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities Officer’s Certificate setting forth the terms of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedseries.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03);
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 9 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 non-U.S. person persons 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Senior Indenture (Credit Suisse First Boston Usa Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The title and terms of each series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There Securities shall be established as set forth in or determined pursuant to Board Resolution an Officer’s Certificate or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject which shall set forth such of the following as are applicable to the last sentence Securities of this Section 2.3,such series:
(a) the designation title of the Securities of the series, series (which shall distinguish the Securities of the such series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued);
(b) any limit upon the aggregate Principal principal amount of the Securities of the series 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 such series pursuant heretoto Section 3.04, 3.06, 3.07, 4.06, or 14.05);
(c) 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 method by which such date or dates may shall be fixed determined or extendible)extended;
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series 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 method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable payable, and (in the case of Registered Securities) on which a record shall be taken Record Dates for the determination of Holders to whom interest is payable and/or on such Interest Payment Dates or the method by which such rate or rates or date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;
(e) if other than as provided U.S. Dollars, the Foreign Currency in Section 4.2which Securities of the series shall be denominated or in which payment of the principal of, premium, if any, 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 places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the Principal principal of, premium, if any, and any interest on Securities of the series shall be payable, any Registered and where Securities of the any series may be surrendered presented for exchangeregistration of transfer, noticesexchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the Securities of the such series and this Indenture may be served and notice to Holders may be publishedmade;
(fi) the rightprice or prices at which, 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 or the date or dates on which, and the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(gj) the obligationobligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which and which, the period or periods within which or the date or dates on 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;
(hk) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(il) if other than the Principal principal amount thereof, the portion of the Principal principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the maturity thereofMaturity thereof pursuant to Section 7.02 (to the extent not otherwise specified in such section);
(jm) the guarantors, if other than the coin or currency in which any, of the Securities of the series are denominatedseries, and the coin or currency in which payment extent of the Principal ofguarantees (including provisions relating to seniority, premiumsubordination, if any, or interest on and the Securities release of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premiumguarantors), if any, 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;
(l) whether the Securities of the series additions or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) changes to permit 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 facilitate guarantees of such series and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other securitySecurities;
(n) 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;
(o) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange issued as Original Issue Discount Securities and the amount of a temporary Security of discount with which 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 conditionsSecurities may be issued;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or if the registrar or any other agents 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 seriesprovisions of Article XII and, if the Securities of any series are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee pursuant to Section 12.08;
(p) whether the Securities of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities;
(q) provisions, if any, for the defeasance date as of the Securities which any Global Security of the series (including provisions permitting defeasance of less shall be dated if other than all Securities the original issuance of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination first Security of the foregoing) the provisions of Article 10series to be issued;
(r) if the Securities of the series are issuable in whole to be convertible into or in part as one exchangeable for any securities or more Registered Global Securities or Unregistered Securities in global formproperty of any Person (including the Company), the identity of the Depositary terms and conditions upon which such Securities will be so convertible or common Depositary for exchangeable, and any additions or changes, if any, to permit or facilitate such Registered Global Security conversion or Securities or Unregistered Securities in global formexchange;
(s) any other Events whether the Securities of Default or covenants such series are subject to subordination and the terms of such subordination (for purposes of clarity, it is hereby understood and agreed that, unless the Securities of such series are expressly stated to be subject to subordination, Article XV shall not be applicable with respect to the Securities of such series);
(t) whether the Securities of such series are to be secured and the terms of such security;
(u) any restriction or condition on the transferability of the Securities of such series;
(v) any addition or 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
(taa) any other terms of the Securities of the such 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), and any requirement to have Subsidiaries Guarantee the Securities. .
(bb) 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 and except as may otherwise be provided by herein or pursuant to the Board Resolution referred to above or as set forth in any such indenture an Officer’s Certificate or in one or more indentures supplemental hereto. All Unless otherwise specified with respect to the Securities of any one series need not be issued pursuant to this Section 3.01, the Company may, at the same its option, at any time and may be issued from time to time, consistent with the terms re-open any series 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, if so provided by or unless otherwise specified pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided 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. Any such re-opening and the aggregate terms thereof (including, without limitation, the principal amount of a series of Securities may be increased and the additional Securities of such series may to be issued up so issued) shall be set forth in an Officer’s Certificate or one or more indentures supplemental hereto delivered to the maximum aggregate principal amount authorized with respect Trustee prior to the issuance of any such series as increasedadditional Securities of such series.
Appears in 1 contract
Samples: Indenture (Healthpeak OP, LLC)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series and each such in one or more Tranches thereof. Each series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in authorized by a Company Order or pursuant to Board Resolution Orders or one or more indentures supplemental hereto, prior which shall specify whether the Securities of such series shall be subject to a Periodic Offering. The Company Order or Orders or supplemental indenture and, in the case of a Periodic Offering, Instructions or other procedures acceptable to the initial issuance of Securities of any seriesTrustee specified in such Company Order or Orders, subject to shall establish the last sentence of this Section 2.3,
(a) the designation of the Securities terms of the series, which shall distinguish may include the Securities of the series from the Securities of all other series;
following: (bi) any limit upon limitations on the aggregate Principal principal amount of the Securities of the series that may to be authenticated and delivered under this Indenture and any limitation on the ability as part 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, for or in lieu of, or upon redemption of, of other Securities of that series); (ii) the stated maturity or maturities of such series pursuant hereto);
and any right to extend such date or dates; (ciii) the date or dates from which interest shall accrue, the Interest Payment Dates on which such interest will be payable or the Principal manner of determination of such Interest Payment Dates and the Securities record date for the determination of the series holders to whom interest is payable on any such Interest Payment Date; (which date or dates may be fixed or extendible);
(div) the interest rate or rates (which may be fixed or variable), or method of calculation of such rate or rates, for such series; (v) per annum at which the Securities of the series shall bear interestterms, if any, regarding the redemption, purchase or repayment of such series (whether at the option of the Company or a holder of the Securities of such series and whether pursuant to a sinking fund or analogous provisions, including payments made in cash in anticipation of future sinking fund obligations), including redemption, purchase or repayment date or dates from which of such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premiumseries, if any, and the price or prices and other terms and conditions applicable to such redemption, purchase or repayment (including any interest on premium); (vi) whether or not the Securities of the such series shall be payableissued in whole or in part in the form of a Global Security and, any Registered Securities if so, the Depositary for such Global Security and the related procedures with respect to transfer and exchange of such Global Security; (vii) the series may be surrendered for exchange, notices, demands to or upon designation of such series; (viii) the Company in respect form of the Securities of the series and this Indenture may be served and notice to Holders may be published;
such series; (fix) the rightmaximum annual interest rate, if any, of the Company to redeem Securities permitted for such series; (x) whether the 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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 such series shall be redeemed, purchased or repaid, in whole or in part, pursuant subject to such obligation;
Periodic Offering; (hxi) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, principal of (and premium, if any, ) and interest on the Securities of such series shall be payable, if other than Dollars and the manner of determining the Dollar equivalent for purposes of determining Securities outstanding; (xii) any other information necessary to complete the Securities of such series; (xiii) the establishment of any office or agency pursuant to Section 4.02 hereof and any other place or places which the principal of and interest, if any, on Securities of that series shall be payable; (xiv) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which the Securities of the series shall be issuable; (xv) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series denominated in a currency other than Dollars or in a composite currency; (xvi) whether or not the Securities of such series shall be issued as Discount Securities and the terms thereof, including the portion of the principal amount thereof which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01(b); (xvii) if the principal, premium, if any, or interest, if any, on such Securities are to be payable, at the election of the Company or the holder thereof, in coin or currency, including composite currencies, 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 shall be made; (xviii) if the amount of payment of principal of and premium, if any, or interest, if any, on such Securities may be determined with reference to an index, formula or other method, or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amount shall be determined; (xix) the date or dates, if any, after which the Securities may be converted or exchanged into or for shares of the Company's common stock or another company's securities or properties or cash and the terms for any such currencies shall be valued against other currencies in which any other Securities shall be payable;
conversion or exchange; (lxx) whether the Securities of the series or any portion thereof will be issuable as Registered Securities subject to Article 11; (and if so, whether such Securities will be issuable as Registered Global Securitiesxxi) 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 special provisions for the payment of additional amounts; (xxii) any right to defer payments of interest thereon and, if other than as provided herein, by extending an interest payment period and the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities duration of such series extension; and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(txxiii) any other terms of the Securities of the such series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 date and denomination and except as may otherwise be provided by in 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 Company Order or in any such indenture indentures supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedhereto.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.a
Appears in 1 contract
Samples: Senior Indenture (Uil Holdings Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3Section 2.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2Section 4.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, and notices and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10Article 8;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other or alternative Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. (a) The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 10 hereof. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(ai) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(bii) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(ciii) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(div) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ev) if other than as provided in Section 4.24.03, the place or places where the Principal of, premium, if any, principal of 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;
(fvi) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gvii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hviii) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(iix) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jx) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(kxi) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(lxii) 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;
(mxiii) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(nxiv) 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;
(oxv) 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;
(pxvi) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qxvii) 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 108;
(rxviii) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sxix) any other Events of Default or covenants with respect to the Securities of the series; and
(txx) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. .
(c) 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. .
(d) Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Subordinated Notes Indenture (Verisk Analytics, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution of the Issuer, and set forth, or determined in the manner provided, in an Officers’ Certificate of the Issuer or in an Issuer Order, or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,:
(ai) the designation title of the Securities of the series, series (which shall distinguish the Securities of the such series from the Securities of all other series);
(bii) any if there is to be a limit, the limit upon the aggregate Principal principal amount of the Securities of the series 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, other Securities of such series; provided, however, that unless otherwise provided in the terms of the series, the authorized aggregate principal amount of such series may be increased before or upon redemption of, other after the issuance of any Securities of the series by a Board Resolution (or action pursuant hereto)to a Board Resolution) to such effect;
(ciii) whether any Securities of the series are to be issuable in the form of Global Securities, and, if so, whether beneficial owners of interests in any such Global Security may exchange such interests for Definitive Securities and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the initial Depositary for any such Global Securities;
(iv) the date or dates on which the Principal principal of and premium, if any, on the Securities of the series is payable (which date or dates may be fixed or extendible)the method of determination thereof;
(dv) the rate or rates (which may be fixed rates, or variable) per annum the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken date 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 determinedon any Securities on any Interest Payment Date;
(evi) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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;
(h) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, and interest on the Securities of the series shall be payable;
(vii) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) 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 Issuer, if any, and the manner in which the Issuer must exercise any such currencies option, if different from those set forth herein;
(viii) the obligation, if any, of the 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 and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the series shall be valued against redeemed, purchased or repaid in whole or in part pursuant to such obligation;
(ix) if other currencies than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable;
(x) if other than Dollars, the currency or currencies or the form in which payment of the principal of, premium, if any, and interest on the Securities of the series shall be payable;
(lxi) whether if the Securities of the series are Original Issue Discount Securities, the terms applicable thereto, including the rate or any portion thereof rates at which original issue discount will be issuable as Registered Securities accrue;
(and if so, whether such Securities will be issuable as Registered Global Securitiesxii) 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 hereinthe entire principal amount thereof, the terms upon which Unregistered portion of the principal amount of Securities of any the series may that shall be exchanged for Registered Securities payable upon declaration of such series and vice versaacceleration of the Maturity thereof pursuant to Section 6.2;
(mxiii) whether any additional means of satisfaction and discharge of this Indenture and any additional conditions or limitations to discharge with respect to Securities of the series and the related Guarantees pursuant to Article VIII or any modifications of or deletions from such conditions or limitations;
(xiv) any deletions or modifications of or additions to the Events of Default set forth in Section 6.1 or the covenants of the Issuer or any Guarantor set forth in Article IV or otherwise pertaining to the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other securityseries;
(nxv) whether and under what circumstances any restrictions or other provisions with respect to the Company will pay additional amounts on the transfer or exchange of Securities of the series held by a person who is not a U.S. person series, which may amend, supplement, modify or supersede those contained 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 amountsthis Article II;
(oxvi) if the Securities of the series are to be issuable in definitive form convertible into or exchangeable for Capital Stock, other debt securities (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or including Securities), warrants, other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar equity securities or any other agents with respect to the Securities securities or property of the series;
(q) provisionsIssuer, if anyany Guarantor or any other Person, for at the defeasance option of the Securities Issuer or the Holder or upon the occurrence 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, any condition or in modification of (or any combination of the foregoing) the provisions of Article 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formevent, the identity of the Depositary or common Depositary terms and conditions for such Registered Global Security conversion or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the seriesexchange; and
(txvii) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 date and denomination and except as may otherwise be provided by in or pursuant to the Board Resolution referred to above and (subject to Section 2.2) set forth, or as set forth determined in the manner provided, in the Officers’ Certificate or Issuer Order referred to above or in any such indenture supplemental hereto. All Securities If any 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 the series are established by or action taken pursuant to a Board Resolution, a copy of an appropriate record of such action, together with such Board Resolution Resolution, shall be set forth in an Officers’ Certificate or in any such indenture supplemental hereto certified by the Secretary or an Assistant Secretary of the Issuer and any forms and terms of Securities delivered to be issued from time to time may be completed and established from time to time the Trustee at or prior to the issuance thereof by procedures described in such Board Resolution delivery of the Officers’ Certificate or supplemental indenture. Unless otherwise expressly provided with respect to a series Issuer Order setting forth the terms of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedseries.
Appears in 1 contract
Samples: Indenture (WestRock Co)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that Notes which may be authenticated and delivered under this Indenture is unlimited. The Securities Notes may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries, which may include one or more tranches, including Notes issued in a Periodic Offering. There shall be established in or pursuant to Board Resolution an Officer’s Certificate or one or more indentures an indenture supplemental hereto, prior to the initial issuance of Securities Notes of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities Notes of the series, which shall distinguish the Securities Notes of the series from the Securities Notes of all other series;
(b) if other than the form of the Notes in Exhibit A attached hereto, the form or forms of the Notes of such series;
(c) whether the Notes are entitled to the benefit of any Guarantee;
(d) any limit upon the aggregate Principal principal amount of the Securities Notes of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company Issuer to increase such aggregate Principal principal amount after the initial issuance of the Securities Notes of that series (except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities Notes of the series pursuant hereto);
(ce) the date or dates on which the Principal principal of the Securities Notes of the series is payable (which date or dates may be fixed or extendible);
(df) the rate or rates (which may be fixed or variable) per annum at which the Securities Notes of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(eg) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of and any interest on Securities Notes of the series shall be payable, any Registered Securities of the series place or places where the Notes may be surrendered for exchange, notices, demands to or upon the Company Issuer in respect of the Securities Notes of the series and this Indenture may be served and notice to Holders may be publishedserved;
(fh) the right, if any, of the Company to redeem Securities Notes 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 any terms and conditions upon which Securities Notes of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gi) the obligation, if any, of the Company to redeem, purchase or repay Securities Notes of the series pursuant to any mandatory redemption 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 and any of the terms and conditions upon which Securities Notes of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(hj) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities Notes of the series shall be issuable;
(ik) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities Notes of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jl) if other than the coin or currency in which the Securities Notes of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities Notes of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or interest on the Securities Notes of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities Notes of the series are denominated, the manner in which such amounts shall be determined;
(km) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, principal of and interest on the Securities Notes 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 Notes shall be payable;
(ln) 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 the Securities Notes of the series may be exchangeable for and/or convertible into the common stock ordinary shares of the Company or any other security;
(no) whether and under what circumstances the Company will pay additional amounts on the Securities Notes 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 Notes rather than pay such additional amounts;
(op) if the Securities Notes of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security Note 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;
(pq) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities Notes of the series;
(qr) provisions, if any, for the defeasance of the Securities Notes of the series (including provisions permitting defeasance of less than all Securities Notes 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 108;
(rs) if the Securities Notes of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formNotes, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formNotes;
(st) any other or alternative Events of Default or covenants with respect to the Securities Notes of the series; and
(tu) any other terms of the Securities Notes of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities Notes of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities any Periodic Offering and except as to date and denomination and except as may otherwise be provided by or pursuant to the Board Resolution Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities Notes 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 Officer’s Certificate or in any such indenture supplemental hereto and any forms and terms of Securities Notes to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution Officer’s Certificate or supplemental indenture. Unless All Notes of any one series need not be issued at the same time and, unless otherwise expressly provided with respect to by the Issuer, a series of Securities, the aggregate principal amount of a series of Securities may be increased and reopened for issuances of additional Securities Notes of such series may be issued up or to the maximum aggregate principal amount authorized with respect to establish additional terms of such series as increasedof Notes.
Appears in 1 contract
Samples: Senior Indenture (Aptiv Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution Resolution, an Officers’ Certificate or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the interest rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such any interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, and 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and integral multiples of $1,0001,000 in excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 Person (including any modification to the definition of such term) 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;
(on) if the Securities of the series are to be issuable in definitive definitive, non-global 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 10VIII;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution or Officers’ Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or Officers’ Certificate or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution Resolution, Officers’ Certificate or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Indenture (Avangrid, Inc.)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed fixed, deferred or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable payable, the circumstances and periods, if any, in which or during which the Company may or shall defer the payment of interest on the Securities and/or the method by which such rate or rates or date or dates shall be determined;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Synovus Financial Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that Notes which may be authenticated and delivered under this Indenture is unlimited. The Securities Notes may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries, which may include one or more tranches, including Notes issued in a Periodic Offering. There shall be established in or pursuant to Board Resolution an Officer’s Certificate or one or more indentures an indenture supplemental hereto, prior to the initial issuance of Securities Notes of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities Notes of the series, which shall distinguish the Securities Notes of the series from the Securities Notes of all other series;
(b) if other than the form of the Notes in Exhibit A attached hereto, the form or forms of the Notes of such series;
(c) whether the Notes are entitled to the benefit of any Guarantee;
(d) any limit upon the aggregate Principal principal amount of the Securities Notes of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal principal amount after the initial issuance of the Securities Notes of that series (except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities Notes of the series pursuant hereto);
(ce) the date or dates on which the Principal principal of the Securities Notes of the series is payable (which date or dates may be fixed or extendible);
(df) the rate or rates (which may be fixed or variable) per annum at which the Securities Notes of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(eg) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of and any interest on Securities Notes of the series shall be payable, any Registered Securities of the series place or places where the Notes may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities Notes of the series and this Indenture may be served and notice to Holders may be publishedserved;
(fh) the right, if any, of the Company to redeem Securities Notes 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 any terms and conditions upon which Securities Notes of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gi) the obligation, if any, of the Company to redeem, purchase or repay Securities Notes of the series pursuant to any mandatory redemption 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 and any of the terms and conditions upon which Securities Notes of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(hj) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities Notes of the series shall be issuable;
(ik) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities Notes of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jl) if other than the coin or currency in which the Securities Notes of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities Notes of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or interest on the Securities Notes of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities Notes of the series are denominated, the manner in which such amounts shall be determined;
(km) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, principal of and interest on the Securities Notes 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 Notes shall be payable;
(ln) 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 the Securities Notes of the series may be exchangeable for and/or convertible into the common stock ordinary shares of the Company or any other security;
(no) whether and under what circumstances the Company will pay additional amounts on the Securities Notes 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 Notes rather than pay such additional amounts;
(op) if the Securities Notes of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security Note 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;
(pq) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities Notes of the series;
(qr) provisions, if any, for the defeasance of the Securities Notes of the series (including provisions permitting defeasance of less than all Securities Notes 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 108;
(rs) if the Securities Notes of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formNotes, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formNotes;
(st) any other or alternative Events of Default or covenants with respect to the Securities Notes of the series; and
(tu) any other terms of the Securities Notes of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities Notes of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities any Periodic Offering and except as to date and denomination and except as may otherwise be provided by or pursuant to the Board Resolution Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities Notes 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 Officer’s Certificate or in any such indenture supplemental hereto and any forms and terms of Securities Notes to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution Officer’s Certificate or supplemental indenture. Unless All Notes of any one series need not be issued at the same time and, unless otherwise expressly provided with respect to by the Company, a series of Securities, the aggregate principal amount of a series of Securities may be increased and reopened for issuances of additional Securities Notes of such series may be issued up or to the maximum aggregate principal amount authorized with respect to establish additional terms of such series as increasedof Notes.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 Non-U.S. person persons 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events addition to or change in events of Default default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 unless otherwise provided, a series may be reopened, without the consent of any Holder, for issuances of additional Securities of such series and such Securities may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Indenture (Amerada Hess Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. 8 The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution of the Company or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 109;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) whether the Securities are entitled to the benefit of any Guarantee by any Guarantor;
(c) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(cd) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(de) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ef) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(fg) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gh) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hi) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(ij) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jk) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(kl) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(lm) 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;
(mn) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(no) 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;
(op) 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;
(pq) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qr) 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 108;
(rs) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(st) any other Events of Default or covenants with respect to the Securities of the series; and
(tu) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such series shall rank equally and pari pan passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of any series, series (subject to the last sentence of this Section 2.32.03),
(a) the designation of the Debt Securities of the series, including CUSIP Numbers which shall distinguish the Debt Securities of the series from the Debt Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal principal amount after the initial issuance of the Debt Securities of that series (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant hereto);
(c) the date or dates on which the Principal of the Debt Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Debt Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of and any interest on Debt 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 Debt Securities of the series and this Indenture may be served and notice to Holders may be published;
(f) the right, if any, of the Company to redeem Debt 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 any terms and conditions upon which Debt Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any mandatory redemption 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 and any of 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Debt Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Debt Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Debt Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, Principal of and/or interest on the Debt Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Debt Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if payment of the Principal of and interest on the Debt Securities of the series shall be payable in currency or currencies other than the currency of the United States of AmericaStates, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, and interest on the Securities of the series shall be payable, and the manner in which any such currencies currency shall be valued against other currencies in which any other Debt Securities shall be payable;
(lI) whether the Debt Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Debt 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) the guarantors, if any, of the Securities of the series, 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;
(i) the form of Securities of the series;
(j) the security for any Securities or collateral related thereto, if applicable;
(k) any covenant solely for the benefit of the Holders of the Securities of such series and any additions, deletions or other changes to the provisions of Article 4 or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series); if other than minimum denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(il) 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;
(jm) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(kn) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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;
(mo) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company Company, any other security or cash or any other securitycombination thereof;
(n) 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;
(op) 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;
(pq) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qr) 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 108;
(rs) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurity;
(st) any other Events of Default or covenants with respect to the Securities of the series; and
(tu) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Article 9), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and unless provided for otherwise in an indenture supplemental hereto, each such series shall rank equally be subordinated and pari passu subject in right to all Senior Debt in accordance with all other unsecured and unsubordinated debt of the CompanyArticle 12. There shall be established in or pursuant to a resolution of the 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, subject to the last sentence of this Section 2.3,
(a) the designation of the Securities of the series, series (which shall distinguish the Securities of the series from the Securities of all other seriesSecurities);
(b) any limit upon the aggregate Principal principal amount of the Securities of the series 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 heretoto Section 2.08, 2.09, 2.11 or 11.03);
(c) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including any Non-U.S. Currency);
(d) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible)payable;
(de) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken dates 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;
(ef) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, principal of 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 payable (if other than as provided in respect of the Securities of the series and this Indenture may be served and notice to Holders may be publishedSection 3.02);
(fg) the rightprice or prices at which, 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 any the terms and conditions upon which Securities of the series may be so redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(gh) 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 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;
(hi) if other than denominations of $1,000 2,000 and integral multiples of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(ij) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereofthereof pursuant to Section 4.01 or provable in bankruptcy pursuant to Section 4.02;
(jk) if other than the coin or currency in which the Securities of the that series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the such series shall be payable payable;
(l) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(m) if the amount of payments of principal of, premium, if any, and/or 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;
(kn) if other than the currency Holders of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, and interest on the Securities of the series shall 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 payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payablemade;
(lo) 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 Bearer Securities (with or without coupons) (and if so, whether such Securities will be issued in temporary or permanent global formCoupons), or any combination of the foregoing, any restrictions applicable to the offer, sale sale, transfer, exchange or delivery of Unregistered Bearer Securities or Registered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Bearer Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(np) whether and under what circumstances the Company Issuer will pay additional amounts on the Securities of the series held by a person Person who is not a U.S. person Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company Issuer will have the option to redeem such Securities rather than pay such additional amounts;
(oq) if the Securities of the 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;
(pr) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar registrars or any other agents with respect to the Securities of the such series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any applicable United States federal income tax and Israel income tax provisions, including: whether and under what circumstances the Issuer will pay additional amounts on Securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether it will have the option to redeem those Securities rather than pay the additional amounts; tax considerations applicable to any discounted Securities or to Securities issued at par that are treated as having been issued at a discount for United States federal income tax purposes; and tax considerations applicable to any Securities denominated and payable in foreign currencies;
(t) whether certain payments on the Securities will be guaranteed under a financial insurance guaranty policy and the terms of that guaranty;
(u) any applicable selling restrictions;
(v) any other Events events of Default default, modifications or elimination of any acceleration rights, or covenants with respect to the Securities of such series and any terms required by or advisable under applicable laws or regulations, including laws and regulations relating attributes required for the seriesSecurities to be afforded certain capital treatment for bank regulatory or other purposes; and
(tw) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. 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 date and denomination and except as may otherwise be provided by in or pursuant to such resolution of 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedhereto.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with junior in right of payment, to the extent provided herein, to all other unsecured and unsubordinated debt of the CompanySenior Indebtedness. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a1) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b2) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c3) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d4) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e5) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f6) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g7) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) 8) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i9) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j10) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k11) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency shall be valued against other currencies in which any other Securities shall be payable;
(l12) 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n13) 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 non-U.S. person persons 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;
(o14) 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;
(p15) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q16) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of the series), 10 which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 108;
(r17) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s18) any other Events events of Default default or covenants with respect to the Securities of the series; and
(t19) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Subordinated Indenture (Credit Suisse First Boston Usa Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 Global Securities or the payment of interest thereon and definitive Securities and, if other than as provided herein, the terms upon which Unregistered Global Securities of any series may be exchanged for Registered definitive Securities of such series and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(po) any if other than as appointed pursuant to this Indenture, the trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events of Default or covenants with respect to the Securities of the series;
(s) whether the Securities are entitled to the benefit of any guarantee by any guarantor; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securitiesseries. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series and each such in one or more Tranches thereof. Each series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in authorized by a Company Order or pursuant to Board Resolution Orders or one or more indentures supplemental hereto, prior which shall specify whether the Securities of such series shall be subject to a Periodic Offering. The Company Order or Orders or supplemental indenture and, in the case of a Periodic Offering, Instructions or other procedures acceptable to the initial issuance of Securities of any seriesTrustee specified in such Company Order or Orders, subject to shall establish the last sentence of this Section 2.3,
(a) the designation of the Securities terms of the series, which shall distinguish may include the Securities of the series from the Securities of all other series;
following: (bi) any limit upon limitations on the aggregate Principal principal amount of the Securities of the series that may to be authenticated and delivered under this Indenture and any limitation on the ability as part 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, for or in lieu of, or upon redemption of, of other Securities of that series); (ii) the stated maturity or maturities of such series pursuant hereto);
and any right to extend such date or dates; (ciii) the date or dates from which interest shall accrue, the Interest Payment Dates on which such interest will be payable or the Principal manner of determination of such Interest Payment Dates and the Securities record date for the determination of the series holders to whom interest is payable on any such Interest Payment Date; (which date or dates may be fixed or extendible);
(div) the interest rate or rates (which may be fixed or variable), or method of calculation of such rate or rates, for such series; (v) per annum at which the Securities of the series shall bear interestterms, if any, regarding the redemption, purchase or repayment of such series (whether at the option of the Company or a holder of the Securities of such series and whether pursuant to a sinking fund or analogous provisions, including payments made in cash in anticipation of future sinking fund obligations), including redemption, purchase or repayment date or dates from which of such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premiumseries, if any, and the price or prices and other terms and conditions applicable to such redemption, purchase or repayment (including any interest on premium); (vi) whether or not the Securities of the such series shall be payableissued in whole or in part in the form of a Global Security and, any Registered Securities if so, the Depositary for such Global Security and the related procedures with respect to transfer and exchange of such Global Security; (vii) the series may be surrendered for exchange, notices, demands to or upon designation of such series; (viii) the Company in respect form of the Securities of the series and this Indenture may be served and notice to Holders may be published;
such series; (fix) the rightmaximum annual interest rate, if any, of the Company to redeem Securities permitted for such series; (x) whether the 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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 such series shall be redeemed, purchased or repaid, in whole or in part, pursuant subject to such obligation;
Periodic Offering; (hxi) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, principal of (and premium, if any, ) and interest on the Securities of such series shall be payable, if other than Dollars and the manner of determining the Dollar equivalent for purposes of determining Securities outstanding; (xii) any other information necessary to complete the Securities of such series; (xiii) the establishment of any office or agency pursuant to Section 4.02 hereof and any other place or places which the principal of and interest, if any, on Securities of that series shall be payable; (xiv) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which the Securities of the series shall be issuable; (xv) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series denominated in a currency other than Dollars or in a composite currency; (xvi) whether or not the Securities of such series shall be issued as Discount Securities and the terms thereof, including the portion of the principal amount thereof which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01(b); (xvii) if the principal, premium, if any, or interest, if any, on such Securities are to be payable, at the election of the Company or the holder thereof, in coin or currency, including composite currencies, 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 shall be made; (xviii) if the amount of payment of principal of and premium, if any, or interest, if any, on such Securities may be determined with reference to an index, formula or other method, or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amount shall be determined; (xix) the date or dates, if any, after which the Securities may be converted or exchanged into or for shares of the Company’s common stock or another company’s securities or properties or cash and the terms for any such currencies shall be valued against other currencies in which any other Securities shall be payable;
conversion or exchange; (lxx) whether the Securities of the series or any portion thereof will be issuable as Registered Securities subject to Article 11; (and if so, whether such Securities will be issuable as Registered Global Securitiesxxi) 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 special provisions for the payment of additional amounts; (xxii) any right to defer payments of interest thereon and, if other than as provided herein, by extending an interest payment period and the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities duration of such series extension; and vice versa;
(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(txxiii) any other terms of the Securities of the such series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 date and denomination and except as may otherwise be provided by in 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 Company Order or in any such indenture indentures supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increasedhereto.
Appears in 1 contract
Samples: Senior Note Indenture (Anthem Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(ai) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(bii) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(ciii) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(div) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ev) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(fvi) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gvii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hviii) the terms, if any, upon which the Securities of the series may be convertible into or exchanged for the Company's or any other issuer's common stock, preferred stock, other debt securities or warrants for common stock, preferred stock, indebtedness or other securities of any kind and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions;
(ix) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties, assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the Trust Indenture Act of 1939, as amended, are applicable and any corresponding changes to provisions of this Indenture as then in effect;
(x) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(ixi) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jxii) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(kxiii) if other than the currency of the United States of America, the currency or currencies, including composite currencies, currencies in which payment of the Principal of, premium, if any, 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;
(lxiv) whether the Securities of the series or any portion thereof will not be issuable as Registered Global Securities (and if sonot, 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(nxv) 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;
(oxvi) 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;
(pxvii) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qxviii) 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 108;
(rxix) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities, if different from DTC;
(sxx) any other Events events of Default default or covenants with respect to the Securities of the series; and
(txxi) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with junior in right of payment, to the extent provided herein or in one or more indentures supplemental hereto, to all other unsecured and unsubordinated debt of the CompanySenior Indebtedness. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with junior in right of payment, to the extent provided herein, to all other unsecured and unsubordinated debt of the CompanySenior Indebtedness. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.3,2.03:
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 Non-U.S. person persons 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.the
Appears in 1 contract
Samples: Indenture (Amerada Hess Corp)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution of the Company or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 109;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the CompanyComapny. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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 publishedserved;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar registrar, Depositary Custodians or any other agents with respect to the Securities of the seriesseries if other than the Trustee;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. No Board Resolution may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series of Securities except as it may agree in writing. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Senior Indenture (IHS Markit Ltd.)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. If additional Securities of any one series are issued that are not fungible with the outstanding Securities of the applicable series for U.S. federal income tax purposes, the additional Securities will have a separate CUSIP number. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal Principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal Principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that Debentures which may be authenticated and delivered under this Indenture is unlimited. The Securities Debentures may be issued in one or more series and each such in an amount not to exceed the aggregate principal amount of Debentures of that series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in from time to time authorized by or pursuant to a Board Resolution Resolution, or pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Securities Debentures of a particular series. With respect to any seriesDebentures of each series to be authenticated and delivered hereunder, subject there shall be established in or pursuant to the last sentence of this Section 2.3,a Board Resolution, and set forth in an Officer's Certificate, or established in one or more indentures supplemental hereto:
(a) the designation title of the Securities Debentures of the series, series (which shall distinguish the Securities Debentures of the series from the Securities of all other seriesDebentures);
(b) any limit upon the aggregate Principal principal amount of the Securities Debentures of the that series that which 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 Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities Debentures of the series pursuant hereto)that series) and any limit thereon;
(c) the date Stated Maturity Date or dates on Dates, which the Principal of the Securities of the series is payable (which date or dates may be fixed serial and the Company's option, if any, to change the Stated Maturity Date or extendible)Dates;
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities Debentures of the series shall bear interestinterest or the manner of calculation of such rate or rates, if any, any (including the adjustment that would occur upon any remarketing of Trust Securities);
(e) the percentage of principal amount at which the Debentures shall be issued;
(f) the basis upon which interest shall be computed if other than a 360-day year composed of twelve 30-day months; 8
(g) the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall will be payable or the manner of determination and (in frequency of such Interest Payment Dates and the case of Registered Securities) 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 determinedRegular Record Dates therefor;
(e) if other than as provided in Section 4.2, the place or places where the Principal of, premium, if any, 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;
(fh) the right, if any, of to extend the Company to redeem Securities of the series, in whole or in part, at its option interest payment periods and the duration of any such Extension Period, including the maximum consecutive period or during which interest payment periods within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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;
(h) if other than denominations of $1,000 and integral multiples of $1,000, the denominations in which Securities of the series shall be issuableextended;
(i) 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 thereofIssue Date or Dates;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle II. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(ai) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(bii) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(ciii) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(div) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ev) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(fvi) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gvii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hviii) the terms, if any, upon which the Securities of the series may be convertible into or exchanged for the Company's or any other issuer's common stock, preferred stock, other debt securities or warrants for common stock, preferred stock, indebtedness or other securities of any kind and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions;
(ix) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties, assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the Trust Indenture Act of 1939, as amended, are applicable and any corresponding changes to provisions of this Indenture as then in effect;
(x) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(ixi) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jxii) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(kxiii) if other than the currency of the United States of America, the currency or currencies, including composite currencies, currencies in which payment of the Principal of, premium, if any, 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;
(lxiv) whether the Securities of the series or any portion thereof will not be issuable as Registered Global Securities (and and, if sonot, 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(nxv) 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;
(oxvi) 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;
(pxvii) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
series ; (qxviii) 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 108;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Choice One Communications Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with junior in right of payment, to the extent provided herein, to all other unsecured and unsubordinated debt of the CompanySenior Indebtedness. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a1) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b2) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c3) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d4) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e5) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f6) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g7) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) 8) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i9) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j10) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k11) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency shall be valued against other currencies in which any other Securities shall be payable;
(l12) 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n13) 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 non-U.S. person persons 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;
(o14) 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;
(p15) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q16) 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 108;
(r17) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s18) any other Events events of Default default or covenants with respect to the Securities of the series; and
(t19) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Subordinated Indenture (Credit Suisse First Boston Usa Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03);
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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 non-U.S. person persons 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Senior Indenture (Credit Suisse First Boston Usa Inc)
Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series series, and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyas set forth in Board Resolution or indenture supplemental hereto establishing such series. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal amount of the Securities of the series 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder 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;
(h) if other than denominations of $1,000 2,000 and any higher integral multiples multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(i) 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;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal Principal of, premium, if any, and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q) 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 ARTICLE 10;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(s) any other Events of Default or covenants with respect to the Securities of the series;
(t) the ranking of such Securities; and
(tu) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 11.01(f), and any requirement to have Subsidiaries Guarantee the Securities). 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Indenture (Sothebys)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with junior in right of payment, to the extent provided herein, to all other unsecured and unsubordinated debt of the CompanySenior Indebtedness. There shall be established in or pursuant to a Board Resolution of the Company or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, series (subject to the last sentence of this Section 2.3,2.03):
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendibleare subject to extension);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, 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 other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than the currency of the United States, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 109;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(sr) any other Events events of Default default or covenants with respect to the Securities of the series;
(s) whether and under what circumstances the Holders may or are required to convert or exchange the Securities into or for other securities of the Company or of another entity, and if so, the terms relating to such conversion or exchange; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt be subordinated to the Senior Indebtedness pursuant to the provisions of the CompanyArticle 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(c) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(e) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(f) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(h) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(i) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, 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;
(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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) 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;
(on) 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;
(po) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qp) 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 108;
(rq) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;
(sr) any other Events of Default or covenants with respect to the Securities of the series; and
(ts) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this IndentureIndenture unless otherwise agreed by the Company and the Trustee), and any requirement to have Subsidiaries Guarantee the Securities. 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 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Debt Securities that which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in by or pursuant to action of the Board Resolution of Directors of the Company or Unilever N.V., as the case may be and by or pursuant to the authority of the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of the applicable Issuer of any series, subject to the last sentence of this Section 2.3,
(a1) the designation title of the Debt Securities of the series, series (which shall distinguish the Debt Securities of the series from the Securities of all other seriesseries of Debt Securities);
(b2) any limit upon the aggregate Principal principal amount of the Debt Securities of the series that which 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 Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Debt Securities of the series pursuant heretoto Section 3.04, 3.05, 3.06, 9.06 or 11.07);
(c3) the date or dates on which the Principal principal of (and premium, if any, on) the Debt Securities of the series is payable (payable, which date or dates may be fixed or extendible)serial;
(d4) the rate or rates (which may be fixed or variable) per annum at which the Debt Securities of the series shall bear interestany interest or the manner of calculation of such rate or rates, if any, the date or and dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and (or the manner of determination of such Interest Payment Dates and, in the case of Registered registered Debt Securities) on which a record shall be taken , the Regular Record Date 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 determinedon any Interest Payment Date;
(e5) the obligation, if any, of the Company or Unilever N.V., as the case may be or any Guarantor to pay additional interest in respect of the withholding or deduction of taxes, assessments or other governmental charges of the United States of America imposed upon payments under the Debt Securities or Coupons by the Company or Unilever N.V., as the case may be or any Guarantor to a United States Alien;
(6) if other than as provided specified in Section 4.210.02, the place or places where the Principal of, principal of (and premium, if any, ) and any interest on Debt Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon payable by the Company in respect of or Unilever N.V. or the Securities of Guarantors, as the series and this Indenture case may be served and notice to Holders may be publishedbe;
(f7) 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 any the terms and conditions upon which which, Debt Securities of the series may be so redeemed, in whole or in part, at the option of the Company or Unilever N.V., as the case may be and, if other than by Board Resolution, the manner in which such election by the Company or Unilever N.V., as the case be, to redeem such Debt Securities shall be evidenced;
(g) 8) the obligation, if any, of the Company or Unilever N.V., as the case may be to redeem, redeem or purchase or repay any Debt Securities of the series pursuant to any mandatory redemption sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which which, and the period or periods within which and any of the terms and conditions upon which Debt Securities of the series Series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligationobligations (except with respect to any redemption of Debt Securities pursuant to Section 11.08);
(h9) Events of Default with respect to the Debt Securities of the series and the remedies with respect thereto, if other than as specified herein;
(10) if other than denominations of $1,000 and any integral multiples multiple thereof (in the case of registered Debt Securities) and $1,0001,000 (in the case of bearer Debt Securities), the denominations in which Debt Securities of the series in each applicable form shall be issuableissuable and, if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 13.05 hereof;
(i11) whether the Debt Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article XIV and, if other than by a Board Resolution, the manner in which any election by the Company or any Parent to defease such Securities shall be evidenced;
(12) provisions, if any, for the Debt Securities of the series to be convertible as provided in Article XV of this Indenture, including the period or periods within which Debt Securities of such series may be converted into N.V. Shares, the initial conversion price per N.V. Share, deliverable upon such conversion and the denominations in which portions of Debt Securities of such series may be converted, if other than denominations of $1,000 and any integral multiple thereof;
(13) the attachment, if any, of stock, warrants, options or other rights to purchase stock or other securities of the Company, Unilever N.V., Unilever PLC or any other corporation;
(14) the Guarantee of the Debt Securities of such series pursuant to Article II hereof and, if applicable, Section 3.12 hereof;
(15) if other than the Principal principal amount thereof, the portion portion, or the manner of calculation of such portion, of the Principal principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereofMaturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04;
(j16) if other than whether the coin or currency in which the Debt Securities of the series are denominatedwill be issued in registered form or in bearer form with Coupons attached or both and, if bearer series will be issued, the coin date or currency in which payment of the Principal ofdates thereof, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, and/or interest on the whether bearer Debt Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the exchanged for registered Debt Securities of the series are denominatedseries, the manner in which such amounts shall whether a Global Security will initially be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if anyexecuted and delivered, 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;
(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 the registered Debt Securities of the series may be exchangeable exchanged, if permitted under applicable laws and regulations, for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts on the bearer Debt Securities of the series held by a person who is not a U.S. person and the circumstance under which any such exchanges, if permitted, may be made and whether the procedures set forth in respect Section 3.11 and Section 3.12 shall apply to bearer Debt Securities 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;
(o) 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;
(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(q17) provisions, if any, for the defeasance of the Debt Securities of the series (including provisions permitting defeasance of less than all Securities of the series)to be denominated, which provisions may and payments thereon to be in addition tomade, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 10Foreign Currencies;
(r18) additional covenants, if any, of the Issuer for the benefit of the Debt Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formseries;
(s19) any other Events provisions, if any, for the Debt Securities (and the Guarantees endorsed thereon) to be subordinated to and subject in right of Default or covenants with respect payment to the Securities prior payment in full of all Senior Debt of the series; andIssuer or the Guarantors, as the case may be, of such series of Debt Securities (whether the Company or Unilever N.V.);
(t20) any other terms of the Securities of the series (series, which terms shall not be inconsistent with the provisions of this Indenture); provided, however, that the addition to, subtraction from or variation of Articles IV, V, VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles to the extent permitted by the Trust Indenture Act; provided further that no such addition to, subtraction from or variation shall adversely affect the Holders of any other series of the Debt Securities;
(21) the form of Debt Securities of the series, the Guarantees to be endorsed thereon and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, Coupons appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.thereto; and
Appears in 1 contract
Samples: Indenture (Unilever PLC)
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Companyseries. There shall be established in or pursuant to a Board Resolution of the Company or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to any or all of the last sentence of this Section 2.3,following, as applicable:
(a) the designation title of the Securities of the series, which shall distinguish the Securities of the that series from the Securities of all other series;
(b) any limit upon the aggregate Principal principal amount of the Securities of the series that may to be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 that series pursuant hereto);
(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may shall be fixed or extendible)payable;
(d) the percentage of the aggregate principal amount of the Securities of the series at which the Securities shall be issued and whether the Securities will be Original Issue Discount Securities and any special tax considerations relating thereto;
(e) (i) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, (ii) the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable payable, and/or (iii) the method by which such rate or rates or date or dates shall be determined;
(ef) if other than as provided in Section 4.24.02, the place or places where (i) the Principal of, premium, if any, interest on and any interest on Additional Amounts in respect of Securities of the series shall be payable, (ii) any Registered Securities of the series may be surrendered for transfer or exchange, notices, and (iii) notices or 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 publishedserved;
(fg) 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 any terms and conditions upon which Securities of the that series may be so redeemed, pursuant to any sinking fund or otherwise;
(gh) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 and any of the terms and conditions upon which Securities of the that series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(hi) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(ij) if other than the Principal entire principal amount thereof, the portion of the Principal principal amount of Securities of the series which that shall be payable upon declaration of acceleration of the maturity thereof;
(jk) if other than Dollars, the currency or currencies in which payment of the Principal of or interest on or any Additional Amounts in respect of Securities of the series shall be payable or in which Securities of that series shall be denominated, and any other terms and conditions relating thereto;
(l) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, Principal of and/or interest on the Securities of the that 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, the manner in which such amounts shall be determined;
(km) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, of and interest on the Securities of the series shall be payablepayable in currency or currencies other than Dollars, and the manner in which any such currencies currency 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(n) whether and under what circumstances the Company will pay additional amounts 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 amountsAdditional Amounts;
(o) 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 that series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(p) any trustees, depositaries, authenticating or paying agentsAuthenticating Agents, Paying Agents, transfer agents or the registrar Registrar or any other agents Agents with respect to the Securities of the series;
(q) 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, for or in modification of (or any combination of the foregoing) the provisions of Article 10Nine;
(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities;
(s) any other deletions from, modifications of or additions to the Events of Default or covenants with respect to the Securities of the series; and
(t) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto hereto, and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate Principal principal amount of Securities that which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and each such series shall rank equally be subordinated to the Senior and pari passu with all other unsecured and unsubordinated debt Subordinated Indebtedness pursuant to the provisions of the CompanyArticle 11. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.32.03,
(ai) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;
(bii) any limit upon the aggregate Principal principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal 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 hereto);
(ciii) the date or dates on which the Principal principal of the Securities of the series is payable (which date or dates may be fixed or extendible);
(div) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) 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;
(ev) if other than as provided in Section 4.24.02, the place or places where the Principal of, premium, if any, principal of 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;
(fvi) 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 any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
(gvii) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption 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 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;
(hviii) the terms, if any, upon which the Securities of the series may be convertible into or exchanged for the Company's or any other issuer's common stock, preferred stock, other debt securities or warrants for common stock, preferred stock, indebtedness or other securities of any kind and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions;
(ix) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties, assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the Trust Indenture Act of 1939, as amended, are applicable and any corresponding changes to provisions of this Indenture as then in effect;
(x) if other than denominations of $1,000 and any integral multiples of $1,000multiple thereof, the denominations in which Securities of the series shall be issuable;
(ixi) if other than the Principal principal amount thereof, the portion of the Principal principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(jxii) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of, premium, if any, of and/or 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, the manner in which such amounts shall be determined;
(kxiii) if other than the currency of the United States of America, the currency or currencies, including composite currencies, currencies in which payment of the Principal of, premium, if any, 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;
(lxiv) whether the Securities of the series or any portion thereof will not be issuable as Registered Global Securities (and and, if sonot, 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 the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;
(nxv) 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;
(oxvi) 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;
(pxvii) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(qxviii) 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 108;
(rxix) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global formSecurities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global formSecurities, if different from DTC;
(sxx) any other Events events of Default default or covenants with respect to the Securities of the series; and
(txxi) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture), and any requirement to have Subsidiaries Guarantee the Securities. All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except as to date and denomination, except in the case of Registered Securities as to date and denomination 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 or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Choice One Communications Inc)