Exchange Indenture Sample Clauses

Exchange Indenture. Immediately prior to the effectiveness of the Note Exchange pursuant to Section 1(b) and effective as of the closing date of the Note Exchange, the Company shall execute and deliver a new indenture (the “Exchange Indenture”) with the Trustee governing the Exchange Notes, with terms substantially identical to those of the Indenture, as in effect immediately prior to the Amendments, with the following modifications. (i) The Maturity Date of the Exchange Notes shall be March 5, 2020. (ii) The Conversion Rate of the Exchange Notes shall be set forth in Section 10.01 of the Exchange Indenture as 148.148 shares of Common Stock per $1,000 of then Accreted Principal Amount of Exchange Notes, subject to adjustment consistent with the terms of the Indenture, as in effect immediately prior to the Amendments. (iii) Section 2.11 of the Exchange Indenture shall read as follows:
Sample 1Sample 2
AutoNDA by SimpleDocs
Exchange Indenture. The Exchange Notes shall be issued pursuant to an indenture (the "Exchange Indenture") to be entered into between the Company and a trustee acceptable to it substantially in the form of Annex A hereto.a a The Exchange Indebenture will be prepared prior to closing. The Exchange Notes and the Exchange Indebenture shall (i) be subordinated to all obligations (including trade payables) and Indebtedness of the Company on terms imposed by senior lenders to the Company and its subsidiaries (including with respect to payment blockages), (ii) not be guaranteed by any of the Company's Subsidiaries or otherwise, (iii) contain the -30-
Sample 1
Exchange Indenture. On or prior to thirty (30) days from the date hereof, the Company shall exchange (the “Exchange”) this Note (including any right to accrued interest therein), against delivery thereof, for a beneficial interest in a new 5½% Senior Note due 2016 of the Company (an “Indenture Note”) of equal principal amount (and accruing interest from the same date) issued and authenticated pursuant to the Indenture attached as Exhibit 2 to the Note Purchase Agreement (the “Indenture”, which shall be executed in substantially such form, subject only to completion of missing information and subject to any changes as shall be reasonably requested by the Trustee thereunder). The Indenture Note will be issued in the form of a Global Security as provided for in the Indenture. By acceptance of this Note, the holder hereof agrees to deliver this Note, together with any required information needed to effect the issuance of the Indenture Note, to the Company to effect the Exchange, upon not less than two business days notice. Prior to completion of the Exchange, the Company and the holder of this Note agree that they will be bound by the following provisions of the Indenture with respect to this Note as though this Note were a Note issued under the Indenture: Article IV (Covenants), Article V (Successor Corporation), Article VI (Defaults and Remedies), Sections 9.01 ([Amendments] Without Consent of Holders), 9.02 ([Amendments] With Consent of Holders), 9.06 (Trustee to Sign Amendments, Etc.), 13.07 (Legal Holidays), 13.08 (Governing Law), 13.09 (No Adverse Interpretation of Other Agreements), 13.10 (No Recourse Against Others), 13.11 (Successors), 13.12 (Duplicative Originals), 13.13 (Severability) and 13.14 (Independence of Covenants), and any definitions in Article I that are relevant to any of the foregoing (together, the “Applicable Provisions”). Such Applicable Provisions shall be deemed incorporated by reference in this Note with the same effect as if they were included herein. For purposes of the foregoing, all references in the Applicable Provisions to (i) the “Trustee” shall be deemed instead to refer to the holder of this Note, (ii) the “Issue Date” shall be deemed instead to refer to the date of this Note, and (iii) a “Guarantor” shall be deemed to refer to the subsidiaries of the Company named as Guarantors in the Indenture, notwithstanding the fact that they have not yet executed a guarantee of the Indenture Notes.
Sample 1
Exchange Indenture. The Exchange Notes shall be issued pursuant to an indenture (the "EXCHANGE INDENTURE") to be entered into between the Company and a trustee acceptable to it substantially in the form of Annex A hereto.(a) (a) The Exchange Indenture will be prepared prior to closing. The Exchange Notes and the Exchange Indenture shall (i) be subordinated to all obligations (including trade payables) and Indebtedness of the Company on terms imposed by senior lenders to the Company and its Subsidiaries (including with respect to payment blockages), (ii) not Footnote continued on next page.
Sample 1
Exchange Indenture. The Exchange Notes shall be issued pursuant to an indenture (the "Exchange Indenture") to be entered into between the Company and a trustee acceptable to it substantially in the form of Annex A hereto. a ________________________ a The Exchange Indenture will be prepared prior to closing. The Exchange Notes and the Exchange Indenture shall (i) be subordinated to all obligations (including trade payables) and Indebtedness of the Company on terms imposed by senior lenders to the Company and its Subsidiaries (including with respect to payment blockages), (ii) not be guaranteed by any of the Company's Subsidiaries or otherwise, (iii) contain the covenants and provisions set forth in Section 7 (with respect to the Exchange Notes), and the related definitions of Section 13 hereof, except that the limitations in Sections 7(a), (b) and (c) will not restrict the ability of the Company or any of its Subsidiaries to issue Preferred Stock, (iv) contain events of default that are equivalent to the Voting Rights Triggering Events listed in clauses (i) through (v) of Section 4(b) of this Resolution and customary remedies provisions for subordinated high yield debt instruments (and no shareholder or governance voting rights in any event), (v) provide for quarterly payments of interest in cash and/or in-kind or by accrual at the rates and on the same basis and dates as set forth in Section 2, (vi) mature as provided in Section 5(b)(i) and be subject to redemption as provided in Sections 5(a) and 5(b)(ii) (with appropriate provisions to ensure the prior payment of senior debt) and (vii) contain such other immaterial terms as are appropriate to a high yield debt indenture. Subject to the foregoing, the Exchange Notes and the Exchange Indenture shall be mutually acceptable to the parties.
Sample 1
Exchange Indenture. (i) Upon the consummation of the Exchange if requested by the Required Lenders no less than 20 days prior to the Exchange Date, (ii) within 30 days of the request by the Required Lenders after the Exchange or (iii) as required under the TIA, (y) execute and deliver to the holders of the Notes an executed counterpart of the Exchange Indenture setting forth the terms and conditions that will govern the Exchange Securities in lieu of this Agreement and make all filings required in connection therewith, such terms and conditions of the Exchange Indenture to incorporate the provisions of Exhibit L hereto and to be in form and substance customary for indentures pursuant to which senior debt securities are issued in the United States high yield debt market and reasonably satisfactory to the Administrative Agent and the Required Lenders, and (z) appoint under the Exchange Indenture a trustee (the "Trustee") eligible to act as trustee under Section 310(a)(1)
Sample 1

Related to Exchange Indenture

  • 4 Indenture 4 interest.......................................... 4

  • Ratification of Indenture; Supplemental Indenture Part of Indenture Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

  • Ratification of Indenture; Supplemental Indentures Part of Indenture Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

  • RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

  • Benefits of First Supplemental Indenture Nothing in this First Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture.

  • Reference in Notes to Supplemental Indentures Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

  • Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

  • Securities Affected by Supplemental Indentures Securities of any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding.

  • Voting of Underlying Securities, Modification of Indenture The Trustee, as holder of the Underlying Securities, has the right to vote and give consents and waivers in respect of the Underlying Securities as permitted by the Depository and except as otherwise limited by the Trust Agreement. In the event that the Trustee receives a request from the Depository, the Underlying Securities trustee or the Underlying Securities Issuer for its consent to any amendment, modification or waiver of the Underlying Securities, the Underlying Securities Indenture or any other document thereunder or relating thereto, or receives any other solicitation for any action with respect to the Underlying Securities, the Trustee shall mail a notice of such proposed amendment, modification, waiver or solicitation to each Certificateholder of record as of such date. The Trustee shall request instructions from the Certificateholders as to whether or not to consent to or vote to accept such amendment, modification, waiver or solicitation. The Trustee shall consent or vote, or refrain from consenting or voting, in the same proportion (based on the relative outstanding principal balances of the Certificates) as the Certificates of the Trust were actually voted or not voted by the Certificateholders thereof as of a date determined by the Trustee prior to the date on which such consent or vote is required after weighing the votes of the Class A Certificateholders and the Class B Certificateholders in accordance with the Allocation Ratio; provided, however, that, notwithstanding anything in the Trust Agreement to the contrary, the Trustee shall at no time vote on or consent to any matter (i) unless such vote or consent would not (based on an Opinion of Counsel) alter the status of the Trust as a "grantor trust" for federal income tax purposes or result in the imposition of tax upon the Certificateholders, or (ii) that would alter the timing or amount of any payment on the Underlying Securities, including, without limitation, any demand to accelerate the Underlying Securities, except in the event of a default under the Underlying Securities or an event that with the passage of time would become an event of default under the Underlying Securities and with the consent of 100% of the Certificateholders and 100% of the Call Holders, or (iii) except as provided in the following paragraph, that would result in the exchange or substitution of any of the outstanding Underlying Securities pursuant to a plan for the refunding or refinancing of such Underlying Securities except in the event of a default under the Underlying Securities Indenture and only with the consent of 100% of the Certificateholders and 100% of the Call Holders. The Trustee shall have no liability for any failure to act resulting from Certificateholders' or Call Holders' late return of, or failure to return, directions requested by the Trustee from the Certificateholders and Call Holders. If an offer is made by the Underlying Securities Issuer to issue new obligations in exchange and substitution for any of the Underlying Securities, pursuant to a plan for the refunding or refinancing of the outstanding Underlying Securities or any other offer is made for the Underlying Securities, the Trustee shall notify the Certificateholders, the Call Holders and the Rating Agencies of such offer promptly. Subject to Sections 7(b) and 14 in connection with a tender offer and the exercise of Call Rights or Optional Exchange rights, the Trustee must reject any such offer unless the Trustee is directed by the affirmative vote of 100% of the Certificateholders and 100% of the Call Holders to accept such offer, the Trustee has received the tax opinion described above and if the Trustee is so directed, the Trustee shall promptly notify the Rating Agencies of such direction accompanied by evidence of the affirmative vote of such Certificateholders and Call Holders. If an event of default under the Underlying Securities Indenture occurs and is continuing, and if directed by 100% of the Certificateholders, the Trustee shall vote the Underlying Securities in favor of directing, or take such other action as may be appropriate to direct, the Underlying Securities trustee to declare the unpaid principal amount of the Underlying Securities and any accrued and unpaid interest thereon to be due and payable.

  • Ratification of Indenture and Indenture Supplement As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as supplemented by the Indenture Supplement and this Terms Document shall be read, taken and construed as one and the same instrument.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!