Authorization of Series A Notes Sample Clauses

Authorization of Series A Notes. The Series A Notes have been duly authorized by the Company for issuance and sale to the Initial Purchasers pursuant to this Agreement and, on the Closing Date, when executed by the Company and authenticated by the Trustee, will have been validly executed, authenticated, issued and delivered by the Company in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). When issued, the Series A Notes will rank pari passu in right of payment with all senior Indebtedness (as defined in the Offering Circular) of the Company that is outstanding on the date hereof and senior in right of payment to all other Indebtedness of the Company that is outstanding on the date hereof; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing the New Credit Facility will be senior to the Lien on the Collateral securing the Notes and the Guarantees.
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Authorization of Series A Notes. The Series A Notes have been duly authorized by each of the Issuers for issuance and sale to the Initial Purchaser pursuant to this Agreement and, on the Closing Date, will have been validly executed, authenticated, issued and delivered by the Issuers in accordance with the terms of this Agreement and the respective Indentures. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indentures and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the respective Indentures and enforceable against each of the Issuers in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). Upon and following delivery to the Initial Purchaser, the Senior Secured Notes rank and will rank on a parity with all senior Indebtedness (as defined in the Indentures) of each of the Issuers and senior to all other Indebtedness of each of the Issuers, in each case that is outstanding on the date hereof or that may be incurred hereafter; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing up to $15.0 million principal amount of borrowings under the New Senior Credit Facility will be senior to the Lien on the Collateral securing the Senior Secured Notes. Upon and following delivery to the Initial Purchaser, the Senior Subordinated Notes rank and will rank on a parity with all senior subordinated Indebtedness of each of the Issuers, junior to all senior Indebtedness of each of the Issuers and senior to all subordinated Indebtedness of each of the Issuers, in each case that is outstanding on the date hereof or that may be incurred hereafter.
Sample 1
Authorization of Series A Notes. The Company will authorize the issue and sale of its 4.66% Series A Senior Unsecured Notes due August 4, 2025 in an aggregate principal amount of $50,000,000 (as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13, the “Series A Notes”). The Series A Notes shall be substantially in the form set out in Schedule 1(a) hereto.
Sample 1
Authorization of Series A Notes. AEGON has duly authorized the issuance and sale, on the terms and in the principal amount hereinafter provided, of AEGON's Series A Notes due on the Maturity Date (said Series A Notes and any Additional Series A Notes issued hereunder and any notes which may be issued in substitution or exchange for said Series A Notes or Additional Series A Notes each hereinafter called a "Series A Note" and collectively the "Series A Notes"). Each Series A Note will be in fully-registered form, will bear interest on the unpaid principal amount thereof, payable annually on the thirtieth day of June in each year (each, an "Interest Payment Date" and collectively, the "Interest Payment Dates"), and at maturity, at the applicable Index Rate, from the date of issuance of such Series A Note until such Series A Note becomes due and payable (whether at maturity, by acceleration or otherwise) and on any overdue portion of such principal amount (including any overdue prepayment of principal) at the applicable Index Rate plus 100 basis points per annum from the date the same becomes due and payable (whether at maturity, by acceleration or otherwise) until paid and, to the extent permitted by applicable law, on any overdue interest at the applicable Index Rate plus 100 basis points per annum from the date the same becomes due and payable (whether on an Interest Payment Date, at maturity, by acceleration or otherwise) until paid. The Series A Notes will be in substantially the form of Exhibit A hereto.
Sample 1
Authorization of Series A Notes. The Company will authorize the issue of its senior floating rate promissory notes (the “Series A Notes”) in an aggregate principal amount of $75,000,000, to be dated the date of its issue, bearing interest on the unpaid balance thereof from the date of original issuance at the rate per annum as provided by Section 1.3, to mature May 27, 2025, to be substantially in the form of Exhibit A-1 and to otherwise be on the terms and conditions as set forth in this Agreement. The terms “Series A Note” and “Series A Notes” as used herein shall include each Series A Note delivered pursuant to any provision of this Agreement and each Series A Note delivered in substitution or exchange for any such Series A Note pursuant to any such provision.
Sample 1
Authorization of Series A Notes. Under the Existing Agreement the Company authorized and issued its 6.95% Senior Secured Notes, Series A, due June 1, 2010 (the “Series A Notes”), in the aggregate principal amount of $30,000,000. The Series A Notes mature June 1, 2010, bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 6.95% per annum and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-1 hereto. The term “Series A Notes” as used herein shall include each Series A Note delivered pursuant to any provision of the Existing Agreement or this Agreement and each Series A Note delivered in substitution or exchange for such Series A Note pursuant to any such provision.
Sample 1
Authorization of Series A Notes. The Series A Notes have been duly authorized by the Company for issuance and sale to the Initial Purchaser pursuant to this Agreement and, on the Closing Date, when the Series A Notes are delivered to and paid for by the Initial Purchaser and authenticated by the Trustee pursuant to this Agreement and the Indenture, will have been validly executed, issued and delivered by the Company in accordance with the terms of this Agreement and the Indenture and will be legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, and by general equitable principles (whether considered in a proceeding in equity or at law). The Series A Notes, when issued, authenticated and delivered, will conform in all material respects to the description thereof in the Time of Sale Document and the Final Offering Memorandum.
Sample 1
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Authorization of Series A Notes. The Series A Notes have been duly authorized by each of the Issuers for issuance and sale to the Initial Purchaser pursuant to this Agreement and, on the Closing Date, will have been validly executed, authenticated, issued and delivered by the Issuers in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the Indenture and enforceable against each of the Issuers in accordance with their terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). The Notes rank and will rank on a parity with all senior Indebtedness (as defined in the Indenture) of each of the Issuers that is outstanding on the date hereof or that may be incurred hereafter and senior to all other Indebtedness of each of the Issuers that is outstanding on the date hereof or that may be incurred hereafter.
Sample 1
Authorization of Series A Notes 
Sample 1

Related to Authorization of Series A Notes

  • Designation of Series Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates two series of Securities designated the “2.521% Guaranteed Notes due 2020” and the “3.535% Guaranteed Notes due 2024”, which Notes shall be deemed “Securities” for all purposes under the Base Indenture.

  • Authorization of Notes The Company will authorize the issue and sale of $53,500,000 aggregate principal amount of its 7.25% Senior Notes due December 30, 2029 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

  • Authorization of the Notes The Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

  • Termination of Series Supplement (a) This Series 2013-B Supplement shall cease to be of further effect when (i) all Outstanding Series 2013-B Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2013-B Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF II has paid all sums payable hereunder and (iii) the Series 2013-B Demand Note Payment Amount is equal to zero or the Series 2013-B Letter of Credit Liquidity Amount is equal to zero.

  • Elimination of Series At any time that there are no Shares outstanding of a Series (or class), the Trustees may abolish such Series (or class).

  • Requirements of Series Supplement Such other funds, accounts, documents, certificates, agreements, instruments or opinions as may be required by the terms of the Series Supplement.

  • Payment of Securities Called for Redemption If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue and, except as provided in Sections 5.05 and 9.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that any semiannual payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.03 and 2.04 hereof. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security. Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

  • Registration and Qualification of Series Shares The Trust agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by the Distributor for the purpose of qualifying and maintaining qualification of the Series shares for sale under the so-called Blue Sky Laws of any state or for maintaining the registration of the Trust and of the Series shares under the federal Securities Act of 1933 and the federal Investment Company Act of 1940 (the "1940 Act"), to the end that there will be available for sale from time to time such number of Series shares as the Distributor may reasonably be expected to sell. The Trust shall advise the Distributor promptly of (a) any action of the SEC or any authorities of any state or territory, of which it may be advised, affecting registration or qualification of the Trust or the Series shares, or rights to offer Series shares for sale, and (b) the happening of any event which makes untrue any statement or which requires the making of any change in the Trust's registration statement or its prospectus relating to the Series shares in order to make the statements therein not misleading.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Redemption of the Debentures SECTION 3.1. Tax Event and Regulatory Capital Event Redemption..................................................... 7 SECTION 3.2. Optional Redemption by Company................................. 8 SECTION 3.3.

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