Common use of Calculation of Principal Amount of Notes Clause in Contracts

Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding at such date of determination. For purposes of determining whether Holders of the requisite principal amount of outstanding Notes or outstanding Notes of any series have voted in favor of or consented to a particular matter, or undertaken any other act under this Indenture, the principal amount of Euro-denominated Notes of any series shall be deemed to be the Dollar Equivalent of such principal amount of Euro-denominated Notes of such series as of (i) if a record date has been set in accordance with the provisions Section 9.05(b), such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Issuer as provided in such Indenture. Any such calculation made pursuant to this Section 2.19 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.01, with respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes or the Notes of any series, as applicable, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes or Notes of such series, as applicable, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding or the Notes of such series then outstanding, as applicable, in each case, as determined in accordance with the preceding sentence, and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.19 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. ARTICLE THREE

Appears in 2 contracts

Samples: Supplemental Indenture (Warner Music Group Corp.), Indenture (Warner Music Group Corp.)

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Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding at such date of determination. For purposes of determining whether Holders of the requisite principal amount of outstanding Notes or outstanding Notes of any series have voted in favor of or consented to a particular matter, or undertaken any other act under this Indenture, the principal amount of Euro-denominated Notes of any series shall be deemed to be the Dollar Equivalent of such principal amount of Euro-denominated Notes of such series as of (i) if a record date has been set in accordance with the provisions Section 9.05(b), such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Issuer as provided in such Indenture. Any such calculation made pursuant to this Section 2.19 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.01, with With respect to any matter requiring consent, waiver, approval or other action of the Holders holders of a specified percentage of the principal amount of all the Notes or the Notes of any series, as applicableNotes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes or Notes of such series, as applicableNotes, the Holders holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding or the Notes of such series then outstanding, as applicable, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 2.09 13.05 of this Indenture. Any such calculation of the Applicable Premium made pursuant to this Section 2.19 Indenture or the Notes shall be made by the Issuer Issuers and delivered to the Trustee pursuant to an Officer’s Certificate. ARTICLE THREEThe Issuers shall be responsible for making calculations called for under the Notes and this Indenture, including but not limited to determination of interest, redemption price, Applicable Premium, premium, if any, and any other amounts payable on the Notes. The Issuers will make the calculations in good faith and, absent manifest error, their calculations will be final and binding on the holders of the Notes. The Issuers will provide a schedule of their calculations to the Trustee when requested, and the Trustee is entitled to rely conclusively on the accuracy of the Issuers’ calculations without independent verification. The Trustee shall forward the Issuers’ calculations to any holder of the Notes upon the written request of such holder.

Appears in 1 contract

Samples: Supplemental Indenture (ADT Inc.)

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Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding at such date of determination. For purposes of determining whether Holders of the requisite principal amount of outstanding Notes or outstanding Notes of any series have voted in favor of or consented to a particular matter, or undertaken any other act under this Indenture, the principal amount of Euro-denominated Notes of any series shall be deemed to be the Dollar Equivalent of such principal amount of Euro-Euro- denominated Notes of such series as of (i) if a record date has been set in accordance with the provisions Section 9.05(b), such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Issuer as provided in such Indenture. Any such calculation made pursuant to this Section 2.19 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.01, with respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes or the Notes of any series, as applicable, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes or Notes of such series, as applicable, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding or the Notes of such series then outstanding, as applicable, in each case, as determined in accordance with the preceding sentence, and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.19 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. ARTICLE THREE

Appears in 1 contract

Samples: Indenture (Warner Music Group Corp.)

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