Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities and such signatures may be imprinted or otherwise reproduced on the Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Privatebancorp, Inc), Indenture (Privatebancorp, Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its President, its Chief Executive Officer, ~~President,~~ its Chief Financial Officer or ~~any~~ one of its Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant SecretaryPresidents. The ~~signature~~ signatures of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with such Company Order shall authenticate and ~~deliver~~ make available for delivery such Securities ~~to or upon a Company Order and to such recipients~~ as ~~may be specified from time to time by a Company Order. If so~~ provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture ~~in relation to such Securities, the Trustee shall be entitled to receive~~ and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedotherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon the written request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Appears in 2 contracts

Samples: Indenture (Sonic Automotive Inc), Indenture (Sonic Automotive Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~chairman of the Board of Directors, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of ~~these officers~~ its vice chairmen of the ~~Securities may be manual~~ Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or ~~facsimile~~its treasurer. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at any time ~~the~~ a proper ~~officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $165,000,000. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time ~~after~~ may, without the ~~execution and delivery of this Indenture, the Company may deliver Securities~~ consent of any ~~series executed by the Company to the Trustee for authentication~~Holder, ~~together with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such~~ issue Additional Securities ~~to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or~~ pursuant to ~~the Board Resolution or supplemental indenture establishing the~~ Section 3.12, which Additional Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions benefits of this Indenture~~; (ii)~~ . Such Additional Securities will be deemed Securities for all purposes hereunder, including, without limitation, in determining the ~~terms~~ necessary Holders who may Act or consent to the taking of an Act of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture Holders as specified in ~~accordance with the provisions of~~ this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 2 contracts

Samples: Indenture (Evergreen Solar Inc), Indenture (Evergreen Solar Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Corporation by its Chairman, its President, its Chief Executive Officer, its Chief Financial Officer, its Chief Accounting Officer or a Vice-President, ~~Chief Financial Officer~~ together with any one of the Corporate Secretary, or Assistant Corporate Secretary, the Treasurer or an Assistant Treasurer. The signature of any of these officers on the Securities may be the manual or facsimile signatures of the present or any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form~~ future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Corporation shall bind the ~~Company~~Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Corporation may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Corporation to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Corporation Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Corporation Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, stated maturity, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, ~~unless and until such documents have been superseded~~ one or ~~revoked~~more Opinions of Counsel stating: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Encana Corp), Indenture (Encana Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its President, its Chief Executive Officer, ~~President,~~ its Chief Financial Officer or ~~any~~ one of its Vice ~~President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities~~ Presidents and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The ~~signature~~ signatures of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At On the Issue Date, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Initial Securities in an aggregate principal amount of $___ plus incremental principal amounts of Securities to be issued after the Issue Date pursuant to Section ___ of the Plan. In addition, at any ~~time and~~ time, from time to ~~time after the execution and delivery of this Indenture~~time, the Trustee shall upon Company Order authenticate and deliver any PIK Securities for an aggregate principal amount specified in such Company Order for such PIK Securities to be issued hereunder. The Initial Securities shall be issued initially (in the form of one or more permanent global securities in definitive, fully registered form (collectively, the “Initial Global Securities”), one of which will bear the Transfer Restriction Legend, representing Securities the beneficial owners of which are Permitted Holders, and at least one of which shall not bear such legend, representing Securities the beneficial owners of which are not Permitted Holders. Additional Securities constituting a PIK Payment with respect to Securities evidenced by a Global Security may ~~deliver~~ be issued by the annotation of an increase in the principal amount of such Global Security or by the issuance of one or more additional Global Securities in definitive, fully registered form (“Additional Global Securities”). Additional Global Securities evidencing a PIK Payment with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. Additional Securities constituting interest paid in-kind with respect to Securities evidenced by a Physical Security shall be issued in the form of one or more additional Physical Securities (“Additional Physical Securities”). Additional Physical Securities evidencing interest paid in-kind with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. The Initial Global Securities and any ~~series~~ Additional Global Securities are collectively referred to herein as “Global Securities.” All Global Securities shall be initially issued in each case without interest coupons and with the Global Security Legend and the OID Legend, shall be deposited on behalf of the purchasers of such Securities represented thereby with the custodian for the Depository and registered in the name of the Depository or a nominee of the Depository, and duly executed by the Company to and authenticated by the Trustee ~~for authentication, together with the documents referred to below~~ as provided in this ~~Section 3.3, for~~ Indenture. The aggregate principal amount of the ~~authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such~~ Global Securities ~~to or upon a Company Order and to such recipients as~~ may ~~be specified~~ from time to time by ~~a Company Order. If so provided in~~ increased or ~~pursuant to~~ decreased by adjustments made on the ~~Board Resolution or supplemental indenture establishing the Securities~~ records of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and ~~issued by~~ the ~~Company in the manner~~ Depository or its nominee or as otherwise hereinafter provided. Global Securities that are Transfer Restricted Securities are referred to herein as “Restricted Global Securities” and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Global Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series that are not Transfer Restricted Securities are referred to ~~be originally issued at one time, it shall~~ herein as “Unrestricted Global Securities.” Definitive Securities that are Transfer Restricted Securities are referred to herein as “Restricted Definitive Securities,” and Definitive Securities that are not ~~be necessary~~ Transfer Restricted Securities are referred to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. herein as “Unrestricted Definitive Securities.” Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an one of its duly authorized ~~signatory~~signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case the Company or any of its Subsidiaries, pursuant to Article VIII, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.3 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

Appears in 2 contracts

Samples: Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or a Vice President of the Company, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which~~ seal reproduced thereon and attested by its Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any ~~time and from time to~~ time after the execution and delivery of this Indenture, the Company may deliver Series A Securities ~~of any series~~ executed by the Company (and if at such time there are any Subsidiary Guarantors, then having the notations of Subsidiary Guarantees executed by such Subsidiary Guarantors) to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Series A Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Series A Securities with the notations of Subsidiary Guarantees, if any, thereon as provided in this Indenture. Such Company Order shall specify the principal amount of the Series A Securities to be authenticated and the date on which the original issue of Series A Securities is to be authenticated. In addition, on or ~~upon~~ prior to the date of consummation of any Exchange Offer, the Company may deliver Series B Securities executed by the Company (and if at such time there are any Subsidiary Guarantors, then having the notations of Subsidiary Guarantees executed by such Subsidiary Guarantors) to the Trustee for authentication, together with a Company Order for the authentication and to delivery of such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rateSeries B Securities, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee ~~shall be entitled to receive and (subject to Section 6.1) shall be fully protected~~ in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, accordance with ~~respect to Securities of a series subject to a Periodic Offering, (i)~~ such Company Order ~~may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee~~ shall authenticate and deliver such Series B Securities with the ~~Securities~~ notations of ~~such series for original issue from time to time~~Subsidiary Guarantees, if any, thereon as provided in ~~an aggregate~~ this Indenture. Such Company Order shall specify the principal amount ~~not exceeding~~ of the ~~aggregate~~ Series B Securities to be authenticated and the date on which the Series B Securities are to be exchanged for an equal principal amount ~~established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities~~ of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Series A Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article VIII hereof, shall be consolidated or merged with or into any other Person or shall sell, convey, transfer, lease or otherwise dispose of all or substantially all of its Properties to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII hereof, any of the Securities authenticated or delivered prior to such sale, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

Appears in 2 contracts

Samples: Indenture (Nuevo Energy Co), Indenture (Nuevo Energy Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ the Chairman of the Board, the Chief Executive Officer, ~~President,~~ the Chief Financial Officer or ~~any Vice President~~one of its Co-Presidents, ~~and may, but need not be~~ under its corporate ~~seal~~seal reproduced thereon, ~~which~~ and attested by its Secretary. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of ~~any~~ such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to TIA Section ~~6.1~~315(a) through 315(d)) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) ~~a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities~~ an Opinion of ~~a series subject to a Periodic Offering,~~ Counsel stating, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms ~~and the terms of the Securities~~ of such ~~series, stating that such form or forms and terms~~ Securities have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (iii) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors rights~~ the enforcement of creditors’ rights, to general equitable principles and to ~~general equity principles~~such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner ~~which~~ that is not reasonably acceptable to the Trustee. Notwithstanding the ~~provisions of Section 3.1 and~~ generality of the ~~preceding paragraph~~foregoing, ~~if all Securities of a series are not to be originally issued at one time, it shall~~ the Trustee will not be ~~necessary~~ required to ~~deliver~~ authenticate Securities denominated in a Foreign Currency if the ~~above specified documents at or prior~~ Trustee reasonably believes that it would be unable to ~~the time of authentication of each Security of~~ perform its duties with respect to such ~~series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued~~Securities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Horizon Technology Finance Corp), Indenture (THL Credit, Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, ~~President~~its President or one of its Senior Vice Presidents or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under an impression of its corporate ~~seal, which may be in~~ seal or a facsimile ~~form and may be imprinted or otherwise~~ of its corporate seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Treasurer or one of its Assistant Treasurers or Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. ~~The~~ Any such signature ~~of any of these officers of the Securities~~ may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of an individual or individuals who were at any time the proper officer or officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee or to its order for ~~authentication~~authentication (or to the Paying Agent), together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee or an Authenticating Agent in accordance with such Company Order shall authenticate and ~~deliver~~ make available for delivery such Securities ~~to or upon a~~ as in this Indenture provided and not otherwise. In connection with any Company Order for authentication, an Officers' Certificate and ~~to such recipients as may be specified from time to time by a Company Order. If so provided in or~~ Opinion of Counsel pursuant to Section 1.2 shall be required. Each Security shall be dated the ~~Board Resolution or supplemental indenture establishing the Securities~~ date of ~~any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~its authentication. In authenticating ~~such~~ the Securities and in accepting the additional responsibilities under ~~this~~ the Indenture in relation to such Securities, the Trustee shall be entitled to receive and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating that: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms ~~and the terms of the Securities~~ of such ~~series, stating that such form or forms and terms~~ Securities have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (iib) the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~c) ~~that~~ such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors rights~~ the enforcement of creditors' rights, to general equitable principles and to ~~general equity principles. If~~ such ~~form or terms~~ other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; (d) all laws and requirements in respect of the execution and delivery by the Company of such Securities and of the supplemental indenture, if any, have been ~~so established~~complied with and that authentication and delivery of such Securities and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; (e) the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; and (f) the issuance of such Securities will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound known to such Counsel, which violation would have a material adverse effect on the Company. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be hereunder is entitled to the benefits of this Indenture. Any Global Security shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Securities in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Security shall be made to the Holder of such Global Security.

Appears in 2 contracts

Samples: Indenture (Veritas Software Corp), Indenture (Cypress Semiconductor Corp /De/)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its President, its Chief Executive Officer, ~~President,~~ its Chief Financial Officer or ~~any~~ one of its Vice ~~President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities~~ Presidents and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The ~~signature~~ signatures of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At On the Issue Date, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Initial Securities in an aggregate principal amount of $___ plus incremental principal amounts of Securities to be issued after the Issue Date pursuant to Section ___of the Plan. In addition, at any ~~time and~~ time, from time to ~~time after the execution and delivery of this Indenture~~time, the Trustee shall upon Company Order authenticate and deliver any PIK Securities for an aggregate principal amount specified in such Company Order for such PIK Securities to be issued hereunder. The Initial Securities shall be issued initially (in the form of one or more permanent global securities in definitive, fully registered form (collectively, the “Initial Global Securities”), one of which will bear the Transfer Restriction Legend, representing Securities the beneficial owners of which are Permitted Holders, and at least one of which shall not bear such legend, representing Securities the beneficial owners of which are not Permitted Holders. Additional Securities constituting a PIK Payment with respect to Securities evidenced by a Global Security may ~~deliver~~ be issued by the annotation of an increase in the principal amount of such Global Security or by the issuance of one or more additional Global Securities in definitive, fully registered form (“Additional Global Securities”). Additional Global Securities evidencing a PIK Payment with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. Additional Securities constituting interest paid in-kind with respect to Securities evidenced by a Physical Security shall be issued in the form of one or more additional Physical Securities (“Additional Physical Securities”). Additional Physical Securities evidencing interest paid in-kind with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. The Initial Global Securities and any ~~series~~ Additional Global Securities are collectively referred to herein as “Global Securities.” All Global Securities shall be initially issued in each case without interest coupons and with the Global Security Legend and the OID Legend, shall be deposited on behalf of the purchasers of such Securities represented thereby with the custodian for the Depository and registered in the name of the Depository or a nominee of the Depository, and duly executed by the Company to and authenticated by the Trustee ~~for authentication, together with the documents referred to below~~ as provided in this ~~Section 3.3, for~~ Indenture. The aggregate principal amount of the ~~authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such~~ Global Securities ~~to or upon a Company Order and to such recipients as~~ may ~~be specified~~ from time to time by ~~a Company Order. If so provided in~~ increased or ~~pursuant to~~ decreased by adjustments made on the ~~Board Resolution or supplemental indenture establishing the Securities~~ records of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and ~~issued by~~ the ~~Company in the manner~~ Depository or its nominee or as otherwise hereinafter provided. Global Securities that are Transfer Restricted Securities are referred to herein as “Restricted Global Securities” and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Global Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series that are not Transfer Restricted Securities are referred to ~~be originally issued at one time, it shall~~ herein as “Unrestricted Global Securities.” Definitive Securities that are Transfer Restricted Securities are referred to herein as “Restricted Definitive Securities,” and Definitive Securities that are not ~~be necessary~~ Transfer Restricted Securities are referred to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. herein as “Unrestricted Definitive Securities.” Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an one of its duly authorized ~~signatory~~signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case the Company or any of its Subsidiaries, pursuant to Article VIII, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.3 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

Appears in 2 contracts

Samples: Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.1 and 3.1, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive and (~~receive, and, subject to Section 6.1) , shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating that: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered all instruments furnished by the Company to the Trustee ~~at any time prior~~ in connection with the authentication and delivery of such Securities conform to the ~~delivery to~~ requirements of this Indenture and constitute sufficient authority hereunder for the Trustee ~~of the Securities of such series for authentication and delivery, (ii) the Trustee shall~~ to authenticate and deliver ~~the Securities of~~ such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company OrderSecurities; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of ~~the~~ such Securities ~~of such series~~ has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iic) the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~d) in the event that the form or terms of such ~~Securities~~Securities have been established in a supplemental indenture, ~~when authenticated~~ the execution and delivery of such supplemental indenture have been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the ~~Trustee~~ Company and, assuming due authorization, execution and ~~issued~~ delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (e) the execution and delivery of such Securities have been duly authorized by all necessary corporate action of the Company and such Securities have been duly executed by the Company in and, assuming due authentication by the ~~manner~~ Trustee and ~~subject to any conditions specified in such Opinion of Counsel~~delivery by the Company, ~~will constitute~~ are the valid and ~~legally~~ binding obligations of the ~~Company,~~ Company enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, ~~insolvency, fraudulent transfer, reorganization, moratorium,~~ insolvency and similar laws ~~of general applicability relating~~ affecting creditors' rights generally and subject, as to ~~or affecting creditors rights and~~ enforceability, to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law); and (f) the amount of Outstanding Securities of such series, together with the amount of such Securities, does not exceed any limit established under the terms of this Indenture on the amount of Securities of such series that may be authenticated and delivered. ~~If such form or terms have been so established~~In the event that all Securities of a series are not issued at the same time, the Trustee shall authenticate and deliver the Securities of such series executed and delivered by the Company for original issuance upon receipt of an order of the Company (which need not comply with Section 1.2 hereof), signed by an officer or employee of the Company identified to the Trustee in an Officers' Certificate, if the Trustee has previously received the Company Order and Opinion of Counsel referred to in the third paragraph of this Section 3.3 with respect to the issuance of any Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Argyle Television Inc), Indenture (Argyle Television Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its Vice Chairman of the Board, ~~Chief Financial Officer~~ its President or ~~any~~ one of its Vice ~~President~~Presidents, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and ~~deliver~~ make such Securities ~~to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~available for delivery. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.01 and 3.01, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, ~~subject~~ except to the extent enforceability may be limited by applicable bankruptcy, insolvency, ~~fraudulent transfer~~reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); (d) if prior to the Release Date, that the Related Series of Collateral Bonds being delivered to the Trustee in connection with the issuance of such Securities when authenticated and delivered by the Mortgage Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, ~~moratorium,~~ moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general ~~applicability relating~~ principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and except as enforcement of provisions thereof may be limited by state laws affecting the remedies for the enforcement of the security provided for in the First Mortgage Indenture; and that such Collateral Bonds are entitled to the benefit of the First Mortgage Indenture, equally and ratably, with all other First Mortgage Bonds (if any) outstanding under the First Mortgage Indenture, except as to sinking fund provisions; (e) if any Substituted Collateral Bonds are to be delivered, that the Related Series of Substituted Collateral Bonds being delivered to the Trustee in connection with the issuance of such Securities when authenticated and delivered by the trustee under the Substituted Mortgage Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and except as enforcement of provisions thereof may be limited by state laws affecting ~~creditors rights~~ the remedies for the enforcement of the security provided for in the Substituted Mortgage Indenture; and that such Substituted Collateral Bonds are entitled to ~~general equity principles~~the benefit of the Substituted Mortgage Indenture, equally and ratably, with all other First Mortgage Bonds (if any) outstanding under the Substituted First Mortgage Indenture, except as to sinking fund provisions; (f) that no consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body having jurisdiction over the Company is required for the execution and delivery of such Securities by the Company, except such as have been obtained (except that no opinion need be expressed as to state securities or Blue Sky laws). If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee, or in the written opinion of counsel to the Trustee (which counsel may be an employee of the Trustee) such authentication may not lawfully be made or would involve the Trustee in personal liability. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of the immediately preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more global Securities that (i) shall be in an aggregate amount equal to the aggregate principal amount specified in such Company Order, (ii) shall be registered in the name of the Depositary therefor or its nominee, and (iii) shall be made available for delivery by the Trustee to the Depositary or pursuant to the Depositary's instruction. Each depositary designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Unless otherwise provided for in the form of Security, each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Wisconsin Public Service Corp), Indenture (Wisconsin Public Service Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Partnership by ~~its~~ the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice ~~President,~~ President of the general partner of the Partnership and ~~may, but~~ need not be ~~under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~attested. The signature of any of these officers of on the Securities may be manual or facsimile. Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any notation of the Securities Guarantee may be manual or facsimile. Securities and any notation of a Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Partnership or a Guarantor, as the case may be, shall bind the ~~Company~~Partnership or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Partnership may deliver Securities of any series executed by the ~~Company~~ Partnership to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Partnership Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to ~~or upon a Company Order and~~ time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of written instructions from the Partnership) acceptable to ~~such recipients~~ the Trustee as may be specified ~~from~~ by or pursuant to a Partnership Order delivered to the Trustee prior to the time ~~to time by a Company Order~~of the first authentication of Securities of such series. If ~~so provided~~ the forms or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Section 2.1 and Section 3.1, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be fully protected in relying on such Board Resolution and shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless~~ an Officer’s Certificate pursuant to Section 3.1 and ~~until such documents have been superseded or revoked~~complying with Section 1.3 and an Opinion of Counsel complying with Section 1.3 stating: (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form or forms of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established ~~for such series, pursuant to a Company Order, and (iii) if so provided~~ in or pursuant to ~~the~~ a Board Resolution ~~or supplemental indenture establishing the Securities of such series~~as permitted by Section 2.1, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that each such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of such Securities have been, or in the case of Securities of ~~such~~ a series ~~(or the manner of determining such terms) have been~~ offered in a Periodic Offering will be, established by in or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.1, ~~duly authorized and an Officers’ Certificate~~ that such terms have been, or in the case of Securities of a ~~supplemental indenture~~ series offered in ~~accordance~~ a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (~~iii~~c) that such Securities, when authenticated and delivered by the Trustee and issued by the ~~Company~~ Partnership in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Partnership and, if applicable, the Subsidiary Guarantees thereof will constitute valid and legally binding obligations of the Guarantors, enforceable in accordance with their respective terms, subject to the following limitations: (i) bankruptcy, insolvency, ~~fraudulent transfer~~moratorium, reorganization, ~~moratorium~~liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting ~~creditors rights and~~ the enforcement of creditors’ rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and (iii) such other usual and customary matters as shall be specified in such Opinion of Counsel. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner ~~which~~ that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officer’s Certificate otherwise required pursuant to Section 3.1 or the Partnership Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Partnership of any of such Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security nor any related Securities Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the ~~Company~~Partnership, and the ~~Company~~ Partnership shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Sanchez Production Partners LP), Indenture (Sanchez Production Partners LP)

Appears in 2 contracts

Samples: Indenture (Dc Holdco Inc), Indenture (Dc Holdco Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of the following: its Chairman of the Board, any Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial ~~Officer~~ Officer, one of its Vice Presidents, its Treasurer or ~~any Vice President, and may, but need not be under~~ one of its ~~corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any~~ Assistant ~~Secretary~~Treasurers. The signature of any ~~of these officers of~~ such officer on the Securities may be ~~manual~~ manual, facsimile, in the form of a .pdf attachment or ~~facsimile~~by other means of electronic transmission showing signature. Typographical and other minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the ~~manual or facsimile signatures~~ signature of ~~individuals~~ any individual who ~~were~~ was at any time the proper ~~officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication~~, together with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities,~~ ; and the Trustee ~~shall~~ shall, upon Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise. Prior to ~~or upon a Company Order~~ any such authentication and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest ratedelivery, and unless otherwise provided for or required under any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securitiessupplemental indenture, the Trustee shall be ~~entitled~~ provided with, in addition to ~~receive~~ any Officers’ Certificate and ~~(subject~~ Opinion of Counsel required to be furnished to the Trustee pursuant to Section ~~6.1) shall~~ 1.02, and the Board Resolution and any certificate relating to the issuance of the series of Securities required to be ~~fully protected in relying upon~~furnished pursuant to Section 2.02, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating that: (a1) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms ~~and terms~~ of Securities have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii2) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and; (~~iii~~3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to (A) bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and other similar laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors’ rights generally, (B) general equitable principles, and ~~to general equity principles~~(C) an implied covenant of good faith and fair dealing. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue ~~of such Securities pursuant to this Indenture~~ thereof will adversely affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this ~~Indenture or~~ Indenture. Unless otherwise provided in ~~a manner which is not reasonably acceptable to~~ the ~~Trustee. Notwithstanding the provisions~~ form of ~~Section 3.1 and of the preceding paragraph~~Security for any series, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of ~~its~~ their authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~or facsimile signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Bath Iron Works Corp//), Indenture (Gulfstream Aerospace Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, its President, ~~Chief Financial Officer~~ one of its Vice Presidents or ~~any Vice President~~its Treasurer, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the ~~foregoing~~foregoing and subject, in the case of a Security in permanent global form, to Section 2.02, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) directing such cancellation and stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Subordinated Indenture (Pitney Bowes Inc /De/), Indenture (Pitney Bowes Inc /De/)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board and Chief Executive Officer, its President, ~~Chief Financial Officer or any~~ its Senior Vice President, ~~and may~~Finance, ~~but need not be~~ or its Treasurer, under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. The coupons, if any, of Unregistered Securities shall bear the manual or facsimile signature of any one of the officers or assistant officers referred to in the first sentence of this Section. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any seriesprovided, ~~the maturity date~~however, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (ia) such Company Order may be delivered by the Company to the Trustee ~~at any time~~ prior to the delivery to the Trustee of ~~the~~ such Securities ~~of such series~~ for authentication and delivery, (iib) the Trustee shall authenticate and deliver ~~the~~ Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, all pursuant to a Company ~~Order, and (iii) if so provided in~~ Order or pursuant to such procedures acceptable to the ~~Board Resolution or supplemental indenture establishing the Securities of such series~~Trustee as may be specified from time to time by a Company Order, (c) the maturity ~~date~~date or dates, original issue ~~date~~date or dates, interest ~~rate,~~ rate or rates and any other terms of ~~any or all of the~~ Securities of such series ~~may~~ shall be determined by a Company ~~Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by~~ Order or pursuant to ~~which the forms~~ such procedures and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) ~~an Opinion of Counsel~~if provided for in such procedures, ~~substantially~~ such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the ~~effect that: (i) the form of the Securities of such series has been~~ Company or its duly authorized ~~and established~~ agent or agents, which oral instructions shall be promptly confirmed in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that writing. In authenticating such Securities, ~~when authenticated~~ and ~~delivered by~~ accepting the ~~Trustee and issued by the Company~~ additional responsibilities under this Indenture in ~~the manner and subject~~ relation to ~~any conditions specified in~~ such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so establishedSecurities, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatoryreceive, and ~~such certificate upon any Security~~ (subject to Section 601) shall be ~~conclusive evidence~~fully protected in relying upon, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes an Opinion of ~~this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.~~Counsel stating:

Appears in 2 contracts

Samples: Indenture (China Gerui Advanced Materials Group LTD), Indenture (China Security & Surveillance Technology, Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, one of its Vice Presidents, its Chief Financial Officer or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~Treasurer. The signature of any ~~of these officers of~~ such officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any seriesSecurities; provided, ~~the maturity date~~however, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i1) such Company Order may be delivered by the Company to the Trustee ~~at any time~~ prior to the delivery to the Trustee of ~~the~~ such Securities ~~of such series~~ for authentication and delivery, (ii2) the Trustee shall authenticate and deliver ~~the~~ Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company ~~Order, and (iii) if so provided in~~ Order or pursuant to such procedures acceptable to the ~~Board Resolution~~ Trustee as may be specified from time to time by a Company Order and (3) the rate or ~~supplemental indenture establishing the Securities~~ rates of ~~such series~~interest, if any, the ~~maturity date~~Stated Maturity or Maturities, the original issue ~~date~~date or dates, ~~interest rate~~the redemption provisions, if any, and any other terms of ~~any or all of the~~ Securities of such series ~~may~~ shall be determined by a Company ~~Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by~~ Order or pursuant to ~~which~~ such procedures. If the forms ~~and~~ or terms of the Securities of ~~such~~ the series ~~were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been established in or pursuant to one or more Officers’ Certificates as permitted by Sections ~~2.1~~ 2.01 and ~~3.1 and comply with this Indenture~~3.01, in authenticating such Securities, and ~~covering~~ accepting the additional responsibilities under this Indenture in relation to such ~~other matters as~~ Securities, the Trustee ~~may reasonably request; and~~ shall be entitled to receive, and (dsubject to Section 6.01) shall be fully protected in relying upon, an Opinion of ~~Counsel, substantially to the effect that~~Counsel stating: (i1) that the form ~~of the Securities~~ and terms of such ~~series has~~ Securities have been duly authorized by the Company and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (~~iii~~2) that such ~~Securities~~Securities when completed, ~~when~~ authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company and paid for in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles~~. If such form or terms have been so established~~; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall ~~not~~ be ~~required~~ entitled to ~~authenticate~~ receive such ~~Securities if the issue~~ Opinion of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents Counsel only once at or prior to the time of the first authentication of ~~each Security~~ Securities of such series ~~if such documents are delivered at or prior to~~ and that the ~~authentication upon original issuance~~ Opinion of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.Counsel above may state:

Appears in 2 contracts

Samples: Indenture (Owens & Minor Inc/Va/), Indenture (Owens & Minor Distribution, Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ any President, Chairman, Chief Executive Officer, ~~President~~Co-Chief Executive Officer, Chief Financial ~~Officer~~ Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any ~~Vice President~~sole or managing member of the Company or the ultimate general partner, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted~~ sole or ~~otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~managing member of such member). The signature ~~of any of these officers of~~ on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such~~ one or more Company ~~Order. In~~ Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive and (~~receive, and, subject to Section ~~6.1)~~ 6.01, shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that:~~Counsel stating, (i1) that the form of ~~the~~ such Securities ~~of such series~~ has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii2) that the terms ~~of the Securities of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~3) that such ~~Securities~~Securities and the related Guarantees, when the Securities are authenticated ~~and delivered~~ by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent ~~transfer~~conveyance, reorganization, ~~moratorium,~~ moratorium and other similar laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors’ rights generally, (ii) general equitable principles and ~~to general equity principles~~(iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of the preceding ~~paragraph~~paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the ~~above specified documents~~ Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the ~~time of~~ authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Carlyle Group L.P.), Indenture (Carlyle Group L.P.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, the Chief Executive Officer, ~~President~~the Chief Operating Officer, the Chief Financial ~~Officer~~ Officer, or ~~any~~ its President or one of its Vice ~~President~~Presidents, ~~and may, but need not be~~ under its corporate ~~seal~~seal reproduced thereon, ~~which~~ and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of ~~any~~ such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to TIA Section ~~6.1~~315(a) through 315(d)) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) ~~a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities~~ an Opinion of ~~a series subject to a Periodic Offering,~~ Counsel stating, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms ~~and the terms of the Securities~~ of such ~~series, stating that such form or forms and terms~~ Securities have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (iii) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors rights~~ the enforcement of creditors’ rights, to general equitable principles and to ~~general equity principles~~such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. (b) an Officers’ Certificate stating that no Event of Default with respect to any of the Securities shall have occurred and be continuing; (c) a copy of the Board Resolutions pursuant to which the terms and form of the Securities were established; and (d) an executed supplemental indenture, if any. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the ~~provisions of Section 3.1 and~~ generality of the ~~preceding paragraph~~foregoing, ~~if all Securities of a series are not to be originally issued at one time, it shall~~ the Trustee will not be ~~necessary~~ required to ~~deliver~~ authenticate Securities denominated in a Foreign Currency if the ~~above specified documents at or prior~~ Trustee reasonably believes that it would be unable to ~~the time of authentication of each Security of~~ perform its duties with respect to such ~~series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued~~Securities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (TCP Capital Corp.), Indenture (TCP Capital Corp.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ any President, Chairman, Chief Executive Officer, ~~President~~Co-Chief Executive Officer, Chief Financial ~~Officer~~ Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any ~~Vice President~~sole or managing member of the Company or the ultimate general partner, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted~~ sole or ~~otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~managing member of such member). The signature ~~of any of these officers of~~ on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such~~ one or more Company ~~Order. In~~ Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive and (~~receive, and, subject to Section ~~6.1)~~ 601, shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.Counsel stating,

Appears in 2 contracts

Samples: Indenture (Carlyle Group L.P.), Indenture (Carlyle Group L.P.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any of its Vice ~~President,~~ Presidents and ~~may, but need not be under~~ attested by its ~~corporate seal, which~~ Secretary or any of its Assistant Secretaries. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below~~ a Company Order and an Officers’ Certificate and Opinion of Counsel in ~~this~~ accordance with Section ~~3.3,~~ 1.02 for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of ~~any~~ such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.Counsel stating,

Appears in 2 contracts

Samples: Indenture Agreement (TriplePoint Venture Growth BDC Corp.), Indenture Agreement (TriplePoint Venture Growth BDC Corp.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.01 and 3.01, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.immunities

Appears in 2 contracts

Samples: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Tire & Rubber Co /Oh/)

Execution, Authentication, Delivery and Dating. ~~The~~ Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver, subject to any limitation on the aggregate principal amount of Debt Securities, if any, or the number of Warrants, Purchase Contracts or Prepaid Purchase Contracts Issued under the Indenture, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities executed by the Company constituting the Units evidenced by such Unit Certificates) to the Trustee, Warrant Agent and/or the Agent for authentication, countersignature or execution, as the case may be, of the Securities comprised by such Units, together with its Issuer Orders for authentication, countersignature or execution of such Securities, and the Trustee in accordance with the Indenture and the Issuer Order of the Company shall authenticate the Debt Securities and Prepaid Purchase Contracts Issued under the Indenture, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Company shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates and the Agent in accordance with this Agreement and the Issuer Order of the Company shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such Unit Certificates upon the order of the Company. Any Debt Securities or Prepaid Purchase Contracts Issued under the Indenture constituting a part of the Units of any series shall be executed on behalf of the Company ~~by its Chief Executive Officer, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be~~ in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities and such signatures may be imprinted or otherwise reproduced on the Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together accordance with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the ~~Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this~~ Indenture~~, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form~~ . Any Warrants constituting a part of the ~~Securities~~ Units of ~~such~~ any series ~~has been duly authorized and established~~ shall be executed on behalf of the Company in ~~conformity~~ accordance with ~~the provisions of this Indenture; (ii)~~ the terms of the ~~Securities~~ Warrant Agreement. Any Purchase Contracts constituting a part of ~~such series (or~~ the ~~manner~~ Units shall be executed on behalf of ~~determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ the Company in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture‎Section 3.01.

Appears in 2 contracts

Samples: Unit Agreement (Morgan Stanley Finance LLC), Unit Agreement (Morgan Stanley Capital Trust Iv)

Execution, Authentication, Delivery and Dating. The Securities shall be ~~executed~~ signed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its President, ~~Chief Financial Officer~~ one of its Executive Vice Presidents, one of its Senior Vice Presidents, one of its Vice Presidents, the Treasurer, one of its Assistant Treasurers, the Controller, one of its Assistant Controllers, the Secretary or one of its Assistant Secretaries, manually or in facsimile. Such signature upon the Securities may be of the present or any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form~~ future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at ~~any~~ the time such individual signed such Securities the proper ~~officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms and ~~the~~ terms of ~~the~~ such Securities ~~of such series, stating that such form or forms and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (~~iii~~b) that all conditions precedent of the Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with ~~their~~ its terms, except that enforceability thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, ~~reorganization, moratorium, and~~ moratorium or similar laws affecting creditors' rights generally and subject to general principles of ~~general applicability relating to~~ equity (regardless of whether enforceability is considered in a proceeding in equity or ~~affecting creditors rights~~ at law) and to ~~general equity principles. If~~ such ~~form or terms have been so established,~~ other qualifications as such counsel shall conclude do not materially affect the ~~Trustee shall not be required to authenticate such Securities if the issue~~ rights of Holders of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeSecurities. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if not all the Securities of a any series are ~~not~~ to be ~~originally~~ issued at one time, it shall not be necessary to deliver ~~the above specified documents~~ an Opinion of Counsel at ~~or prior to~~ the time of ~~authentication~~ issuance of each ~~Security of~~ Security, but such ~~series if such documents are~~ opinion with appropriate modifications shall be delivered at or ~~prior to~~ before the ~~authentication upon original~~ time of issuance of the first Security of such series. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more Securities of such series in global form that (i) shall be in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be ~~issued~~represented by such Security or Securities in global form, (ii) shall be registered in the name of the Depositary for such Security or Securities in global form or its nominee, and (iii) shall be made available for delivery by the Trustee to such Depositary or pursuant to such Depositary's instruction. The Trustee shall not be required to authenticate and deliver any such Securities if the Trustee, being advised by counsel, determines that such action (i) may not lawfully be taken or (ii) would expose the Trustee to personal liability to existing Holders of Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein, executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.9 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall ~~never~~ not be entitled to the benefits of this Indenture. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the authenticating agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor authenticating agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor authenticating agent had itself authenticated such Securities.

Appears in 2 contracts

Samples: Indenture (Carnival Corp), Indenture (Carnival Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ any of an Executive Chairman of the Board, if any, the Chief Executive Officer, the President, ~~Chief Financial Officer or any~~ an Executive Vice President, ~~and may~~a Senior Vice President, ~~but need not be under its corporate seal~~a Vice President, ~~which may be in facsimile form and may be imprinted or otherwise reproduced on~~ the ~~Securities and attested by its Corporate~~ Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or ~~any~~ an Assistant Secretary. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with, or pursuant to such procedures acceptable to the Trustee set forth in, the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. ~~If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date~~The Stated Maturity, original issue date, interest ~~rate,~~ rate and any other terms ~~of any or all~~ of the Securities of such series ~~may~~ may, if not previously established by a Board Resolution, Officer’s Certificate or indenture supplemental hereto pursuant to Section 3.01, be determined by or pursuant to such Company ~~Order~~Order and procedures. In If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be ~~entitled to receive~~ provided with, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~ (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee copy of the ~~Securities~~ resolution or resolutions of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board ~~Resolution or supplemental indenture establishing the Securities~~ of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to Directors in ~~Sections 2.1 and 3.1 by~~ or pursuant to which the ~~forms~~ terms and ~~terms~~ form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such ~~series were established;~~ certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (b) an executed supplemental indenture, if any; (c) an ~~Officers’~~ Officer’s Certificate ~~setting forth the form or forms~~ delivered in accordance with Section 1.02; and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that:~~Counsel delivered in accordance with Section 1.02 and also stating, (i1) if the form of ~~the~~ such Securities ~~of such series~~ has been ~~duly authorized and~~ established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (ii2) if the terms of ~~the Securities of~~ such ~~series (~~Securities, or the manner of determining such terms) , have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate~~ that such terms, or ~~a supplemental indenture~~ the manner of determining such terms, have been established in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles; and (4) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officer’s Certificate otherwise required pursuant to Section 3.01 or the Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (New York Times Co), Indenture (New York Times Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ any President, Chairman, Chief Executive Officer, ~~President~~Co-Chief Executive Officer, Chief Financial ~~Officer~~ Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any ~~Vice President~~sole or managing member of the Company or the ultimate general partner, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted~~ sole or ~~otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~managing member of such member). The signature ~~of any of these officers of~~ on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such~~ one or more Company ~~Order. In~~ Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive and (~~receive, and, subject to Section ~~6.1)~~ 601, shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that~~Counsel stating: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Ares Management Lp), Indenture (Ares Management Lp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, its Chief Executive Officer, ~~President~~its President its Chief Operating Officer, its Chief Financial Officer or any of its Vice ~~President,~~ Presidents and ~~may, but need not be under~~ attested by its ~~corporate seal, which~~ Secretary or any of its Assistant Secretaries. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below~~ a Company Order and an Officers’ Certificate and Opinion of Counsel in ~~this~~ accordance with Section ~~3.3,~~ 102 for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of ~~any~~ such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.,

Appears in 2 contracts

Samples: Indenture (Main Street Capital CORP), Indenture (Main Street Capital CORP)

Execution, Authentication, Delivery and Dating. The ~~Securities~~ Senior Notes shall be executed on behalf of the ~~Company~~ Issuer by its Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, ~~Chief Financial Officer or~~ any Vice President, ~~and may~~the Chief Financial Officer, ~~but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on~~ the ~~Securities and attested by its Corporate Secretary~~ Treasurer or any Assistant ~~Secretary~~Treasurer. The signature ~~of any of these officers of~~ on the ~~Securities~~ Senior Notes may be manual or facsimile. ~~Securities~~ Senior Notes bearing the manual or facsimile signatures of individuals who were at ~~any~~ the time relevant to the authorization thereof the proper officers of the ~~Company~~ Issuer shall bind the ~~Company~~Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such ~~Securities~~ Senior Notes or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the Securities~~Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver ~~Securities~~ Senior Notes of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such ~~Securities~~Senior Notes, and the ~~Trustee~~ Trustee, in accordance with the Issuer Order, shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Senior Notes. If ~~so provided in or pursuant~~ all of the Senior Notes of any series are not to be issued at one time and if the ~~Board Resolution or~~ supplemental indenture establishing such series shall so permit, such Issuer Order may set forth procedures acceptable to the ~~Securities~~ Trustee for the issuance of ~~any~~ such Senior Notes and determining the terms of particular Senior Notes of such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating ~~such Securities~~ Senior Notes hereunder, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Senior Notes, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked~~: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d1) an Opinion of Counsel, ~~substantially~~ to the effect that: (ia) the form ~~of the Securities~~ and terms of such ~~series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (~~Senior Notes or the manner of determining such ~~terms)~~ terms have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~b) ~~that~~ such ~~Securities~~Senior Notes, when authenticated and delivered by the Trustee and issued by the ~~Company~~ Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Issuer, enforceable in accordance with their terms, ~~subject~~ subject, as to enforcement, to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general equity principles; and (2) an Officers’ Certificate stating, to the best knowledge of each signer of such certificate, that no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Senior Notes shall have occurred and be continuing. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such ~~Securities~~ Senior Notes if the issue of such ~~Securities~~ Senior Notes pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the ~~Securities~~ Senior Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. ~~Notwithstanding~~ If all the ~~provisions~~ Senior Notes of ~~Section 3.1 and of the preceding paragraph, if all Securities of a~~ any series are not to be ~~originally~~ issued at one time, it shall not be necessary to deliver ~~the above specified documents~~ an Opinion of Counsel and Officers’ Certificate at ~~or prior to~~ the time of ~~authentication~~ issuance of each ~~Security of~~ such ~~series if~~ Senior Note, but such ~~documents are~~ opinion and certificate shall be delivered at or ~~prior to~~ before the ~~authentication upon original~~ time of issuance of the first ~~Security~~ Senior Note of such series to be issued. Each ~~Security~~ Senior Note shall be dated the date of its authentication. No ~~Security~~ Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such ~~Security~~ Senior Note a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any ~~Security~~ Senior Note shall be conclusive evidence, and the only evidence, that such ~~Security~~ Senior Note has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any ~~Security~~ Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the ~~Company~~Issuer, and the ~~Company~~ Issuer shall deliver such ~~Security~~ Senior Note to the Trustee for cancellation as provided in Section ~~3.9~~308, for all purposes of this ~~Indenture,~~ Indenture such ~~Security~~ Senior Note shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Samples: Senior Note Indenture (Agco Corp /De), Senior Note Indenture (AGCO International GmbH)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal,~~ seal reproduced thereon (which may be in by facsimile) and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities ~~to or upon a Company Order and to such recipients~~ as ~~may be specified from time to time by a Company Order. If so~~ provided in ~~or pursuant~~ this Indenture. Prior to ~~the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate,~~ authentication and ~~any other terms of any or all of the Securities~~ delivery of such ~~series may be determined by or pursuant to such Company Order. In authenticating such Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) ~~the form~~ Board Resolutions of the ~~Securities~~ Company authorizing the terms of ~~such~~ issuance of any series ~~has been duly authorized and established in conformity with the provisions~~ of ~~this Indenture~~Securities; (ii) an executed supplemental Indenture, if any; (iii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture have been complied with; and (iv) an Opinion of Counsel stating: (1) that the ~~terms of the Securities~~ form of such ~~series (or the manner of determining such terms) have~~ Securities has been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~2) that the Company has the corporate power to issue such Securities, ~~when authenticated~~ and such Securities have been duly authorized, executed and delivered by the ~~Trustee~~ Company and, assuming due authentication and ~~issued~~ delivery by the ~~Company in the manner and subject to any conditions specified in such Opinion of Counsel~~Trustee, ~~will~~ constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their ~~terms,~~ terms (subject to bankruptcy, ~~insolvency, fraudulent transfer,~~ reorganization, ~~moratorium,~~ insolvency and ~~similar~~ other laws ~~of general applicability relating to or~~ and legal principles affecting ~~creditors~~ creditors' rights and to general ~~equity principles. If such form or terms have been so established~~principles of equity), the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and ~~this Indenture or otherwise in a manner which is not reasonably acceptable~~ entitled to the ~~Trustee. Notwithstanding the provisions~~ benefits of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedthis Indenture. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article VII, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Properties substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VII, any of the Securities of any series authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities of the series executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities of any series shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders of such series but without expense to them, shall provide for the exchange of all Securities of the series at the time Outstanding for Securities of the series authenticated and delivered in such new name.

Appears in 2 contracts

Samples: Indenture (Xto Energy Inc), Indenture (Xto Energy Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ any one of the President, Chief Executive Officer, ~~President~~Chief Business Officer, Chief Financial ~~Officer~~ Officer, Chief Accounting Officer, Corporate Secretary or an Assistant Secretary of the Company, or if two or more persons share such office any one of such persons. The signature of any of these officers on the Securities may be the manual or facsimile signatures of the present or any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form~~ future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the Company to the applicable Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, stated maturity, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the ~~Trustee~~ Trustees shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Trust Indenture Legislation) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms ~~and the terms of the Securities~~ of such ~~series, stating that such form or forms and terms~~ Securities have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (iib) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustees for authentication in accordance with this Indenture, authenticated and delivered by the ~~Trustee~~ Trustees, or either of them, in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general ~~equity~~ equitable principles~~. If~~ ; (d) that all laws and requirements in respect of the execution and delivery by the Company of such ~~form or terms~~ Securities and of the supplemental indentures, if any, have been ~~so established~~complied with and that authentication and delivery of such Securities and the execution and delivery of the supplemental indentures, if any, by the ~~Trustee~~ Trustees will not violate the terms of the Indenture; (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; and (f) that the issuance of such Securities will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or by-laws, in each case, of the Company, or result in any violation of any of the terms or provisions of any applicable law or regulation in the United States or Canada or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the ~~Trustee’s~~ Trustees’ own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedTrustees. Each Security shall be dated the date of its ~~authentication~~authentication or, in the case of the original issuance of the Securities of a series, the date of original issuance of such Securities, as the case may be. No Security shall ~~be entitled~~ entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the ~~Trustee~~ Authenticating Agent by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the ~~Trustee~~ Trustees for cancellation as provided in Section ~~3.9~~3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never ~~be entitled~~ entitle a Holder to the benefits of this Indenture.

Appears in 2 contracts

Samples: Indenture (Electrovaya Inc.), Indenture (Colliers International Group Inc.)

Appears in 1 contract

Samples: Indenture (Dc Holdco Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or a Vice President of the Company, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which~~ seal reproduced thereon and attested by its Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any ~~time and from time to~~ time after the execution and delivery of this Indenture, the Company may deliver Series C Securities ~~of any series~~ executed by the Company and having the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Series C Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Series C Securities with the notations of Subsidiary Guarantees thereon as provided in this Indenture. Such Company Order shall specify the principal amount of the Series C Securities to be authenticated and the date on which the original issue of Series C Securities is to be authenticated. In addition, on or ~~upon~~ prior to the Exchange Offer Consummation Date, the Company may deliver Series D Securities executed by the Company and having the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and to delivery of such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rateSeries D Securities, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee ~~shall be entitled to receive and (subject to Section 6.1) shall be fully protected~~ in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, accordance with ~~respect to Securities of a series subject to a Periodic Offering, (i)~~ such Company Order ~~may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee~~ shall authenticate and deliver such Series D Securities with the ~~Securities~~ notations of ~~such series for original issue from time to time,~~ Subsidiary Guarantees thereon as provided in ~~an aggregate~~ this Indenture. Such Company Order shall specify the principal amount ~~not exceeding~~ of the ~~aggregate~~ Series D Securities to be authenticated and the date on which the Series D Securities are to be exchanged for an equal principal amount ~~established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities~~ of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Series C Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.substantially

Appears in 1 contract

Samples: Indenture (Cliffs Drilling Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ the Chairman of the Board, Vice Chairman, Chief Executive Officer, ~~President,~~ Chief Financial ~~Officer~~ Officer, President or any Vice ~~President,~~ President of the Company and ~~may, but~~ need not be ~~under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~attested. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to ~~or upon a Company Order and~~ time in accordance with such other procedures acceptable to ~~such recipients~~ the Trustee as may be specified ~~from time~~ by or pursuant to ~~time by~~ a Company ~~Order~~Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Section 2.01 and Section 3.01, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, in addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 1.02, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless~~ an Opinion of Counsel stating, (1) if the form and ~~until~~ terms (or the manner of determining the terms) of such ~~documents~~ Securities have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms ~~and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii2) if the terms of such Securities have been, or in the case of Securities of ~~such~~ a series ~~(or the manner of determining such terms) have been~~ offered in a Periodic Offering, will be, established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate~~ that such terms have been, or in the case of Securities of a ~~supplemental indenture~~ series offered in ~~accordance~~ a Periodic Offering, will be, established in conformity with the provisions of this Indenture~~; and~~, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; (~~iii~~3) that such Securities, when authenticated and delivered by the Trustee upon receipt of a Company Order and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; (4) such other matters as the Trustee may request; and (5) if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, also stating that all conditions precedent to the execution of the supplemental indenture with respect to that series of Securities have been complied with, the Company has the power to execute and deliver any such supplemental indenture and has taken all necessary action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity). If such form or forms or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. ~~Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all~~ With respect to Securities of a series ~~are~~ not to be originally issued at one time, ~~it shall not be necessary~~ the Trustee may rely upon the Opinion of Counsel and the other documents delivered pursuant to ~~deliver~~ Section 2.01 and Section 3.01 and this Section, as applicable, in connection with the ~~above specified documents at or prior to the time of~~ first authentication of ~~each Security~~ Securities of such series ~~if such documents are delivered at or prior~~ and any subsequent request by the Company to the ~~authentication~~ Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the ~~first Security~~ date of such ~~series to~~ request, the statements made in the Officers’ Certificate shall be ~~issued~~true and correct as if made on such date. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9,~~ 3.09 for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Financial Institutions Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be exe cuted on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries. Interest coupons appertaining to a Coupon Security 19 13 shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President, Chief Financial Officer~~ its President or one of its Vice Presidents. The signatures of any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted~~ or ~~otherwise reproduced~~ all of these officers on the Securities and ~~attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of~~ the ~~Securities~~ interest coupons may be manual or facsimile. Securities and any interest coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or interest coupons or did not hold such offices at the date of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~interest coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for ~~authentication,~~ authentication together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for ~~the~~ authentication and delivery of such ~~Securities,~~ securities; and the Trustee shall ~~authenticate~~ authenti cate and deliver such Securities ~~to or upon a Company Order~~ as in this Indenture provided and ~~to such recipients as may be specified from time to time~~ not otherwise, without further action by ~~a Company Order~~the Company. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board ~~Resolution~~ Resolu tion or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series,~~ and determining the ~~maturity date, original issue date, interest rate, and any other~~ terms of ~~any or all of the~~ particular Securities of such series ~~may~~ such as interest rate, maturity date, date of issuance and date from which interest shall accrue, in which case it shall not be ~~determined by or pursuant~~ necessary to deliver additional Company Orders with respect to Securities of the same series. Prior to any such ~~Company Order. In authenticating such Securities~~ authentication and ~~accepting the additional responsibilities under this Indenture in relation to such Securities~~delivery, the Trustee shall be entitled to receive and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon: (1) the Opinion of Counsel to be furnished to the Trustee pursuant to Section 314(c)(2) of the TIA with the Officers' Certificate relating to the issuance of any series of Securities; (2) a Board Resolution relating thereto, ~~unless and until such documents have been superseded~~ certified by the Secretary or ~~revoked:~~an Assistant Secretary of the Company; (3) an executed supplemental indenture, if any, relating thereto; and (4) an Opinion of Counsel which shall state (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company all instruments furnished to the Trustee ~~at any time prior~~ conform to the ~~delivery to~~ requirements of this Indenture and constitute sufficient authority hereunder for the Trustee ~~of the Securities of such series for authentication and delivery, (ii) the Trustee shall~~ to authenticate and deliver ~~the Securities of~~ such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company OrderSecurities; (b) all laws and requirements with respect to the form and execution by the Company of the supplemental indenture, if any, have been complied with, the Company has corporate power to execute and deliver any ~~Board Resolution, Officers’ Certificate and/or executed~~ such supplemental indenture ~~referred to in Sections 2.1~~ and ~~3.1~~ has taken all necessary corporate action for those purposes and any such supplemental indenture has been duly executed and delivered by ~~or pursuant to which~~ the ~~forms~~ Company and ~~terms~~ constitutes the legal, valid and binding obligation of the ~~Securities~~ Com pany enforceable in accordance with its terms (subject, as to enforcement of ~~such series were established~~remedies, to appli cable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general equity principles); (c) ~~an Officers’ Certificate setting forth~~ the form and terms or ~~forms and~~ the procedure for determining the terms of ~~the~~ such Securities ~~of such series, stating that such form or forms and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (iid) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to ~~any~~ such conditions ~~specified~~ as may be set forth in ~~such~~ said Opinion of Counsel, all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with, the Company has the corporate power to issue such Securities and such Securities have been duly authorized, by the Company and, assuming due execution by the 20 14 Company and due authentication and delivery by the Trustee, will constitute legal, valid and ~~legally~~ binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general equity principles, and will be entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; (e) the amount of Securities Outstanding, including such Securities, does not exceed the amount at the time permitted by law or under the terms of this Indenture; (f) the Indenture is qualified under the Trust Indenture Act; and (g) subject to such conditions as may be set forth in said Opinion of Counsel, the issuance of the Securities does not contravene the charter or by-laws of the Company and does not violate the terms or provisions of this Indenture or of any indenture, mortgage or other agreement known to such counsel to which the Company is a party. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the documents specified in (1), (2), (3) and (4) immediately above at the time of issuance of each Security, but such ~~form~~ documents, with appropriate modifications, shall be delivered at or ~~terms have been so established,~~ prior to the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate such Securities if the issue ~~of such Securities pursuant to this Indenture~~ thereof will adversely affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. ~~Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it~~ The Trustee shall not be ~~necessary~~ required to ~~deliver~~ authenticate Securities denominated in a coin or currency other than U.S. dollars if the ~~above specified documents at~~ Trustee reasonably determines that such Securities impose duties or ~~prior~~ obligations on the Trustee which the Trustee is not able or reasonably willing to accept. Unless otherwise provided in the ~~time~~ form of ~~authentication of each~~ Security ~~of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security~~ for any series, all Securities shall be dated the date of ~~its~~ their authentication. Subject to Section 3.11, each Depositary designated pursuant to Section 3.01 or this Section 3.03 for a Global Security must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, or any other applicable statute or regulation. If at any time the Depositary for Global Securities of a series notifies the Company in writing that it is unwilling or unable to continue as Depositary for the Global Securities of such series or if at any time the Depositary for the Global Securities for such series shall no longer be eligible under this Section 3.03 or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Securities for such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 21 15 If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver without service charge to the Holders, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms and of any authorized denomination as requested by such person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of securities delivered pursuant to clause (i) hereof. No ~~Security~~ Securities shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Xerox Corp)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, one of its Vice Chairmen, its President, ~~Chief Financial Officer~~ its Treasurer or ~~any~~ one of its Vice ~~President, and may, but need not be~~ Presidents under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries and the Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, one of its Vice Chairmen, its President, its Treasurer or one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers of on the Securities or the Guarantees, as applicable, may be manual or facsimile. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantor, as applicable, shall bind the ~~Company~~Company or the Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities having endorsed thereon Guarantees or did not hold such offices at the date of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company having endorsed thereon Guarantees executed by the Guarantor to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that a resolution from the Board of Directors of the Company, a resolution from the Board of Directors of the Guarantor, Officers' Certificate or supplemental indenture or indentures with ~~the documents referred~~ respect to ~~below in this Section 3.3,~~ such Securities and Guarantees and a Company Order for the authentication and delivery of such ~~Securities~~Securities and Guarantees endorsed thereon has been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities and Guarantees shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided ~~for~~ in ~~this Indenture~~ the form of Security attached hereto as Exhibit A executed by or on behalf of the Trustee by the manual signature of an one of its authorized ~~signatory~~officers. All Securities outstanding as of _______, ~~and such~~ 199__ shall be deemed to have endorsed thereon a Guarantee in the form of the Guarantee attached hereto as Exhibit B. Such certificate upon any Security shall be conclusive evidence, ,and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding~~ In case the ~~foregoing~~Company or the Guarantor, if pursuant to Article VIII, shall be consolidated or merged with or into any ~~Security~~ other person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any person and the successor person resulting from such consolidation, or surviving such merger, or into which the Company or the Guarantor, as the case may be, shall have been merged, or the successor person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor person, be exchanged for other securities executed in the name of the successor person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like Principal Amount; and the Trustee, upon Company Order of the successor person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered ~~but never issued and sold by the Company, and the Company shall deliver such Security~~ in any new name of a successor person pursuant to ~~the Trustee~~ this Section in exchange or substitution for ~~cancellation as provided in Section 3.9, for all purposes~~ or upon registration of ~~this Indenture~~transfer of any Securities, such ~~Security~~ successor person, at the option of any Holder but without expense to such Holder, shall ~~be deemed never to have been~~ provide for the exchange of all Securities at the time outstanding held by such Holder for Securities authenticated and delivered ~~under this Indenture and shall never be entitled to the benefits of this Indenture~~in such new name.

Appears in 1 contract

Samples: Supplemental Indenture (Triton Energy Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its~~ any President, Chairman, Chief Executive Officer, ~~President~~Co-Chief Executive Officer, Chief Financial ~~Officer~~ Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any ~~Vice President~~sole or managing member of the Company or the ultimate general partner, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted~~ sole or ~~otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~managing member of such member). The signature ~~of any of these officers of~~ on the Securities may be ~~manual~~ manual, electronic or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such~~ one or more Company ~~Order. In~~ Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive and (~~receive, and, subject to Section ~~6.1)~~ 6.01, shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a1) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of ~~the~~ such Securities ~~of such series~~ has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii2) that the terms ~~of the Securities of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~3) that such ~~Securities~~Securities and the related Guarantees, when the Securities are authenticated ~~and delivered~~ by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent ~~transfer~~conveyance, reorganization, ~~moratorium,~~ moratorium and other similar laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors’ rights generally, (ii) general equitable principles and ~~to general equity principles~~(iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of the preceding ~~paragraph~~paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the ~~above specified documents~~ Officer’s Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the ~~time of~~ authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Blue Owl Capital Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its Vice Chairman of the Board, ~~Chief Financial Officer~~ its President or ~~any~~ one of its Vice ~~President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ Presidents attested by its ~~Corporate~~ Chief Financial Officer, Finance Director, its Treasurer or an Assistant Treasurer, its Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ Series executed by the Company and having endorsed thereon the Subsidiary Guarantees executed pursuant to Section 14.02 by the Subsidiary Guarantors to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities~~Securities with the Subsidiary Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities ~~to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~with the Subsidiary Guarantees endorsed thereon. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.01 and 3.01, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a1) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii2) if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officer’s Certificate otherwise required pursuant to Section 3.01 or the Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security or Subsidiary Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security ~~has~~ and the Subsidiary Guarantee endorsed thereon have been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Neutron Marine Corp.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order and~~ portion of a temporary Global Security shall be deemed to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided~~ delivery in ~~or pursuant to~~ connection with the ~~Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date,~~ original ~~issue date, interest rate, and any other terms of any or all of the Securities~~ issuance of such ~~series may be determined by or pursuant to~~ beneficial owner’s interest in such ~~Company Order~~permanent Global Security. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section ~~6.1~~7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, ~~unless and until such documents have been superseded or revoked~~and, in addition: (a1) a ~~Company Order directing~~ Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such ~~authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company~~Board Resolution, ~~provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered~~ certified by the ~~Company to the Trustee at any time prior to the delivery to the Trustee~~ Secretary or Assistant Secretary of the ~~Securities of such series for authentication and delivery~~Issuer or any Guarantor, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Orderapplicable; (b2) ~~any Board Resolution, Officers’ Certificate and/or~~ an executed supplemental ~~indenture referred to in Sections 2.1~~ indenture, if any; and (3) an Opinion of Counsel which shall state: (A) that the form and ~~3.1~~ terms of such Securities have been established by or pursuant to ~~which the forms~~ Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and ~~terms of the Securities of~~ such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established supplemental indenture in conformity with the provisions of this Indenture; (iiB) that the ~~terms~~ supplemental indenture, if any, when executed and delivered by the Issuer, any Guarantor and the Trustee, will constitute a valid and legally binding obligation of the ~~Securities of~~ Issuer and such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this IndentureGuarantor; and (~~iii~~C) that such Securities, when authenticated and delivered by the Trustee and issued by the ~~Company~~ Issuer and any Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Issuer and each such Guarantor, if applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinions of Counsel otherwise require pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such ~~series~~ series, if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Willis Netherlands Holdings B.V.)

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President, ~~Chief Financial Officer or~~ any Executive Vice President, ~~and may~~any Senior Vice President, ~~but need not be under~~ any Vice President or its ~~corporate seal, which~~ Treasurer. The signature of any of these officers on the Securities or coupons may be in the manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who ~~were~~ were, at any time relevant to the authorization thereof, the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, together with any coupon appertaining thereto, executed by on behalf of the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Bearer Security in global form, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order~~ portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and ~~to such recipients as may be specified from time to time by a Company Order~~deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order shall set forth procedures acceptable to the Trustee for the issuance of such Securities and the determination of ~~any series, the maturity date, original issue date, interest rate, and any other~~ terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Trust Indenture Act Sections 315(a) through 315(d)) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked~~: 1. an Opinion of Counsel complying with Section 1.02 stating: (a) ~~a Company Order directing such authentication and setting forth delivery instructions if~~ that the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form or forms of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 coupons have been established by or pursuant to ~~which the forms~~ a Board Resolution or by an indenture supplemental hereto as permitted by Section 2.01 and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (iib) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ and any coupons have been established by or pursuant to a Board ~~Resolution, duly authorized~~ Resolution or by an indenture supplemental hereto as limited by Sections 2.01 and ~~an Officers’ Certificate or a supplemental indenture~~ 3.01 and in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~c) that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the ~~Company~~Company entitled to the benefits provided by the Indenture, enforceable in accordance with their terms, subject to (i) applicable bankruptcy, insolvency~~, fraudulent transfer~~, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights, (ii) general equitable principles and (iii) such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and ~~to general equity principles. If~~ any coupons; (d) that all laws and requirements in respect of the execution and delivery by the Company of such ~~form or terms~~ Securities, any coupons and of the supplemental indentures, if any, have been ~~so established~~complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; (e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; (f) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound; and (g) such other matters as the Trustee may reasonably request. 2. an Officers’ Certificate pursuant to Sections 2.01 and 3.01 and complying with Section 1.02; and 3. The board resolution or an indenture supplemental hereto establishing the form of the Securities of that series pursuant to Section 2.01 and setting forth the terms of the Securities of that series as contemplated by Section 3.01. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series and shall pertain to all of the Securities of such series. After any such first delivery, any separate Company Request that the Trustee receives concerning Securities of such series for original issue will be deemed to be a Officers’ Certificate that all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities continue to be met. The Trustee shall not be required to authenticate ~~such~~ and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee~~. Notwithstanding~~ ; (ii) the ~~provisions~~ Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (iii) the Trustee in good faith, acting by its board of ~~Section 3.1 and~~ directors, executive committee, a committee of directors or Responsible Officers of the ~~preceding paragraph~~Trustee, ~~if all Securities~~ determines that such action would expose the Trustee to personal liability to Holders of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedany Outstanding Securities. Each Security shall be dated the date of its authentication. No Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Celestica Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its ~~Chief Executive Officer, President, Chief Financial Officer~~ Officers or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be~~ attorneys in ~~facsimile form and may be imprinted or otherwise reproduced~~ fact in accordance with its bylaws. The Guaranty on the Securities ~~and attested~~ shall be executed on behalf of the Guarantor by any two of its ~~Corporate Secretary~~ Officers or ~~any Assistant Secretary~~its attorneys in fact in accordance with its bylaws. The signature of any of these ~~officers of~~ Officers or attorneys in fact on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers or attorneys in fact of the Company shall bind the ~~Company~~Company or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile signatures of individuals who were at any time the proper Officers or attorneys in fact of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities bearing such endorsement or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, ~~(a) a Company Order directing such authentication and setting forth delivery instructions~~ 3.3.1 if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.1, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; ~~(ii)~~ 3.3.2 if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.1, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; ~~(iii)~~ 3.3.3 that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles; and 3.3.4 that the Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and the general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this ~~Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee~~Indenture. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the ~~time of~~ authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued~~issued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.8, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Gerdau Trade II Inc.)

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its President, Chief Executive Officer, ~~President,~~ Chief Operating Officer and Chief Financial Officer together with the Corporate Secretary of the Company. If two or more persons share such office any one of such persons may. The signature of any of these officers on the Securities or coupons may be the manual or facsimile signatures of the present or any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form~~ future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company to the applicable Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a ~~Company Order~~ portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and ~~to such recipients as may be specified from time to time by a Company Order~~deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, stated maturity, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Trust Indenture Legislation and TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a1) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms ~~and the terms of the Securities~~ of such ~~series, stating that such form or forms~~ Securities and ~~terms~~ any coupons have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii2) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ and any coupons have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~3) that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general ~~equity principles. If~~ equitable principles and to such ~~form or terms~~ other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; (4) that all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons and of the supplemental indentures, if any, have been ~~so established~~complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indentures, if any, by the Trustee will not violate the terms of the Indenture; (5) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; and (6) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its ~~authentication~~authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. No Security or coupon shall ~~be entitled~~ entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never ~~be entitled~~ entitle a Holder to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Uranium Energy Corp)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman, its Chief Executive Officer, its President, ~~Chief Financial Officer~~ its Treasurer or ~~any~~ a Vice ~~President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities~~ President and attested by its ~~Corporate~~ Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant ~~Secretary~~Treasurer of the Company. The signature of any of these officers of on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the ~~Company~~Company and the Guarantors, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officer's Certificate or supplemental indenture or indentures with ~~the documents~~ respect to such Securities referred to ~~below~~ in ~~this~~ Section ~~3.3,~~ 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d1) an Opinion of ~~Counsel, substantially~~ Counsel to the effect that: (ia) the form ~~of the Securities~~ or forms and terms of such ~~series has~~ Securities and Coupons, if any, have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) all conditions precedent to the ~~terms~~ authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed and attested by duly authorized officers of the ~~Securities~~ Company, delivered by duly authorized officers of ~~such series (or~~ the ~~manner of determining such terms) have been established by or~~ Company to the Trustee for authentication pursuant to ~~a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of~~ this Indenture~~; and (iii) that such Securities~~, ~~when~~ and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and ~~legally~~ binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency~~, fraudulent transfer~~, reorganization, moratorium, ~~and~~ arrangement, fraudulent conveyance, fraudulent transfer or other similar laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors' rights generally, and subject to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantee; provided, however, that such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officer's Certificate and a Guarantors' Officer's Certificate, in each case stating that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate and Guarantors' Officer's Certificate at the time of issuance of each Security, but such ~~form~~ opinion and certificates, with appropriate modifications, shall be delivered at or ~~terms~~ before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company and the Guarantors that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been ~~so established,~~ complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate ~~such~~ or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee~~. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph~~, ~~if all Securities of a series are~~ being advised by counsel, determines that such action may not to lawfully be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in ~~this Indenture~~ Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of an one of its authorized ~~signatory, and such~~ officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding~~ Except as permitted by Section 3.6 or 3.7, the ~~foregoing, if~~ Trustee shall not authenticate and deliver any Bearer Security ~~shall~~ unless all Coupons appertaining thereto then matured have been ~~authenticated~~ detached and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturecancelled.

Appears in 1 contract

Samples: Indenture (FCC Acquisitions Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order and~~ portion of a temporary Global Security shall be deemed to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided~~ delivery in ~~or pursuant to~~ connection with the ~~Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date,~~ original ~~issue date, interest rate, and any other terms of any or all of the Securities~~ issuance of such ~~series may be determined by or pursuant to~~ beneficial owner’s interest in such ~~Company Order~~permanent Global Security. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section ~~6.1~~7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, ~~unless and until such documents have been superseded or revoked~~and, in addition: (a1) a ~~Company Order directing~~ Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such ~~authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company~~Board Resolution, ~~provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered~~ certified by the ~~Company to the Trustee at any time prior to the delivery to the Trustee~~ Secretary or Assistant Secretary of the ~~Securities of such series for authentication and delivery~~Issuer, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Orderapplicable; (b2) ~~any Board Resolution, Officers’ Certificate and/or~~ an executed supplemental ~~indenture referred to in Sections 2.1~~ indenture, if any; and (3) an Opinion of Counsel which shall state: (A) that the form and ~~3.1~~ terms of such Securities have been established by or pursuant to ~~which the forms~~ Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and ~~terms of the Securities of~~ such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established supplemental indenture in conformity with the provisions of this Indenture; (iiB) that the ~~terms~~ supplemental indenture, if any, when executed and delivered by the Issuer and the Trustee, will constitute a valid and legally binding obligation of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this IndentureIssuer; and (~~iii~~C) that such Securities, when authenticated and delivered by the Trustee and issued by the ~~Company~~ Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Willis Netherlands Holdings B.V.)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Company by the manual, facsimile or electronic signature of its Chairman of the Board of Directors, its Chief Executive Officer, its President, its Chief Financial ~~Officer or any Vice President~~Officer, ~~and may~~its General Counsel, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of ~~these officers of~~ its Vice Presidents or its Treasurer. If the ~~Securities may be manual or facsimile. Securities bearing~~ Person whose signature is on a Security no longer holds that office at the ~~manual or facsimile signatures of individuals who were at any~~ time the ~~proper officers of~~ Security is authenticated and delivered, the ~~Company~~ Security shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities and such signatures may nevertheless be ~~imprinted or otherwise reproduced on the Securities.~~ valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities~~Securities and, ~~and~~ if required pursuant to Section 3.01, a supplemental indenture or Officer’s Certificate setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate and deliver such Securities ~~to or upon a~~ without any further action by the Company. The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided in or pursuant to~~ authenticated. (c) In authenticating the ~~Board Resolution or supplemental indenture establishing the~~ first Securities of any ~~series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such~~ series ~~may be determined by or pursuant to such Company Order. In authenticating such Securities~~ and accepting the additional responsibilities under this Indenture in relation to such ~~Securities,~~ Securities the Trustee shall ~~be entitled to receive~~ receive, and (subject to Section ~~6.1~~11.02) shall be fully protected in relying ~~upon~~upon an Officer’s Certificate and an Opinion of Counsel, ~~unless and until such documents~~ each prepared in accordance with Section 16.01 stating that the conditions precedent, if any, provided for in the Indenture have been ~~superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if~~ complied with. The Opinion of Counsel shall also state that the Securities ~~are not to be~~ have been duly authorized by all necessary corporate action on the part of the Company, duly executed and delivered to the ~~Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i)~~ extent such ~~Company Order may be delivered~~ execution and delivery are governed by the laws of the State of New York and are valid and binding obligations of the Company to enforceable against the ~~Trustee at any time prior to~~ Company in accordance with their terms under the ~~delivery to~~ laws of the ~~Trustee~~ State of New York. The Opinion of Counsel shall further state that the form and terms of the Securities ~~of such series for authentication and delivery,~~ have been established in conformity with this Indenture. (iid) ~~the~~ The Trustee shall have the right to decline to authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with under this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities Section 3.03 if the issue of ~~such~~ the Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. . (e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY] TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [THE NOMINEE OF THE DEPOSITARY] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY] (AND ANY PAYMENT HEREON IS MADE TO [THE NOMINEE OF THE DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [THE NOMINEE OF THE DEPOSITARY], HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (g) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (h) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. (i) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the ~~form~~ forms provided for ~~in this Indenture~~ herein duly executed by the Trustee or by ~~manual~~ an Authenticating Agent by manual, facsimile or electronic signature of an authorized ~~signatory~~signatory of the Trustee or such Authenticating Agent, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Healthpeak OP, LLC)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by the General Partner of the Company and on behalf of Finance Corp. by the chairman of the board, the president or a vice president of Finance Corp., and attested by its ~~Chief Executive Officer~~secretary or an assistant secretary. The Securities shall be executed on behalf of the General Partner, ~~President~~acting on behalf of the Company, ~~Chief Financial Officer~~ by the chairman of the board, the president or a vice president of the General Partner, and attested by its secretary or assistant secretary, or by managers of the General Partner holding comparable positions. The signature of any of these officers on the Securities may be manual or facsimile signatures of the present or any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form~~ future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or Finance Corp. shall bind the ~~Company~~Company and Finance Corp., notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any ~~time and from time to~~ time after the execution and delivery of this Indenture, the ~~Company~~ Issuers may deliver Securities ~~of any series~~ executed by the Company and Finance Corp. to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities ~~to or upon a~~ as provided in this Indenture. Such Company Order ~~and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to~~ shall specify the ~~Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all~~ principal amount of the Securities ~~of such series may~~ to be ~~determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities~~authenticated, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if date on which the original issue of Securities ~~are not~~ is to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Orderauthenticated, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedapplicable delivery instructions. Each Security shall be dated the date of its authentication. No Security or Subsidiary Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security ~~has~~ and the Subsidiary Guarantees endorsed thereon have been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and ~~delivered but never issued and sold by the Company, and the Company shall deliver~~ that such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case the Company or Finance Corp., pursuant to and in compliance with Article VIII hereof, shall be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of its Properties substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII hereof, any of the Securities authenticated or delivered prior to such sale, assignment, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

Appears in 1 contract

Samples: Indenture (Egan Hub Partners Lp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any of its Vice ~~President,~~ Presidents and ~~may, but need not be under~~ attested by its ~~corporate seal, which~~ Secretary or any of its Assistant Secretaries. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below~~ a Company Order and an Officers’ Certificate and Opinion of Counsel in ~~this~~ accordance with Section ~~3.3,~~ 102 for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of ~~any~~ such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.,

Appears in 1 contract

Samples: Indenture (Terra Property Trust, Inc.)

Execution, Authentication, Delivery and Dating. The ----------------------------------------------- Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President, Chief Financial Officer~~ its President or ~~any~~ one of its Vice ~~President, and may, but need not be~~ Presidents under its corporate ~~seal, which may be in facsimile form and may be imprinted~~ seal reproduced or ~~otherwise reproduced on the Securities~~ impressed thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication~~, together with the documents referred~~ . Securities may be authenticated on original issuance from time to ~~below in this Section 3.3, for the authentication~~ time and ~~delivery of~~ delivered pursuant to such ~~Securities, and~~ procedures acceptable to the Trustee ~~shall authenticate and deliver such Securities to or upon a Company Order and to such recipients~~ ("Procedures") as may be specified from time to time by a Company Order. ~~If so~~ Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities in accordance with such instructions and as provided in ~~or pursuant~~ this Indenture. Prior to the ~~Board Resolution or supplemental indenture establishing~~ delivery of a Security in any such form to the ~~Securities of any series~~Trustee for authentication, the ~~maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant~~ Company shall deliver to ~~such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities,~~ the Trustee ~~shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked~~the following: (a) a Company Order ~~directing such~~ requesting the Trustee's authentication and ~~setting forth~~ delivery ~~instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities~~ of all or a ~~series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee~~ portion of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, ~~the maturity date~~and if less than all, ~~original issue date, interest rate, and any other terms of any or all of the Securities of~~ setting forth procedures for such ~~series may be determined by a Company Order~~authentication; (b) ~~any~~ the Board Resolution by or pursuant to which such form of Security has been approved, and the Board Resolution, ~~Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1~~ if any, by or pursuant to which the ~~forms and~~ terms of the Securities of such series ~~were established~~have been approved, and, if pursuant to a Board Resolution, an Officers' Certificate describing the action taken; (c) an Officers’ ' Certificate ~~setting forth~~ dated the ~~form or forms and~~ date such certificate is delivered to the ~~terms of the Securities of such series~~Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such form ~~or forms~~ and with such terms have been ~~established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request~~complied with; and (d) an Opinion of ~~Counsel,~~ Counsel or Opinions of Counsel substantially to the effect ~~that:~~ that (i) the form of ~~the~~ such Securities ~~of such series~~ has been duly authorized and ~~established~~ approved in conformity with the provisions of this Indenture; ; (ii) the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been ~~established by or pursuant to a Board Resolution,~~ duly authorized and ~~an Officers’ Certificate or a supplemental indenture~~ determined in ~~accordance~~ conformity with the provisions of this Indenture, or, if such terms are to be determined pursuant to Procedures, as defined above, when so determined such terms shall have been duly authorized and determined in conformity with the provisions of this Indenture; ~~and~~ and (iii) ~~that~~ Securities in such ~~Securities,~~ form when ~~authenticated~~ completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and ~~issued~~ made available for delivery by the ~~Company~~ Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and sold in the manner ~~and subject to any conditions~~ specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company, enforceable in accordance with their terms~~Company entitled to the benefits of this Indenture, subject to bankruptcy, reorganization, insolvency, fraudulent transfer, ~~reorganization, moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors' rights and to general equity ~~principles~~principles and except as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and subject to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. ~~If such form or terms have been so established, the~~ The Trustee shall ~~not~~ be ~~required~~ entitled to ~~authenticate such Securities if~~ receive the ~~issue of such Securities pursuant~~ documents referred to ~~this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities~~ in clauses (b) and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the (d) above ~~specified documents~~ only at or prior to the ~~time~~ first request of ~~authentication of each Security~~ the Company to the Trustee to authenticate Securities of such ~~series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued~~series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this ~~Indenture~~ Indenture, or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by the manual signature of an one of its authorized ~~signatory~~officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee made available for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturedelivery hereunder.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Central Fidelity Capital Trust I)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice ~~President,~~ Presidents and ~~may, but~~ need not be ~~under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~attested. The signature of any of these officers of on the Securities may be manual or facsimile, including portable document format (pdf). Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any notation of the Securities Guarantee may be manual or facsimile, including portable document format (pdf). Securities and any notation of a Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or a Guarantor, as the case may be, shall bind the ~~Company~~Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to ~~or upon a Company Order and~~ time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of written instructions from the Company) acceptable to ~~such recipients~~ the Trustee as may be specified ~~from time~~ by or pursuant to ~~time by~~ a Company ~~Order~~Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If ~~so provided~~ the forms or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Section 2.1 and Section 3.1, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be fully protected in relying on such Board Resolution and shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless~~ an Officer’s Certificate pursuant to Section 3.1 and ~~until such documents have been superseded or revoked~~complying with Section 1.3 and an Opinion of Counsel complying with Section 1.3 stating: (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form or forms of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established ~~for such series, pursuant to a Company Order, and (iii) if so provided~~ in or pursuant to ~~the~~ a Board Resolution ~~or supplemental indenture establishing the Securities of such series~~as permitted by Section 2.1, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that each such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of such Securities have been, or in the case of Securities of ~~such~~ a series ~~(or the manner of determining such terms) have been~~ offered in a Periodic Offering will be, established by in or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.1, ~~duly authorized and an Officers’ Certificate~~ that such terms have been, or in the case of Securities of a ~~supplemental indenture~~ series offered in ~~accordance~~ a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (~~iii~~c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Company and, if applicable, the Securities Guarantees thereof will constitute valid and legally binding obligations of the Guarantors, enforceable in accordance with their respective terms, subject to the following limitations: (i) bankruptcy, insolvency, ~~fraudulent transfer~~moratorium, reorganization, ~~moratorium~~liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting ~~creditors rights and~~ the enforcement of creditors’ rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and (iii) such other usual and customary matters as shall be specified in such Opinion of Counsel. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner ~~which~~ that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security nor any related Securities Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Sun Communities Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Any Director, the Secretary or any other officer of the Company so authorized shall execute the Securities ~~shall be executed~~ on behalf of the Company ~~by its Chief Executive Officer, President, Chief Financial Officer or any Vice President,~~ and ~~may, but~~ need not be ~~under its corporate seal~~attested. Definitive Registered Securities of any series may have the Company’s seal reproduced thereon and need not be attested. Such additional Director or officer, ~~which may~~ if any, as shall be ~~in facsimile form and may be imprinted or otherwise reproduced on~~ specified pursuant to Section 301 shall execute the Securities ~~and attested by its Corporate Secretary or~~ of any ~~Assistant Secretary~~series. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of ~~individuals~~ any individual who ~~were~~ was at any time the proper ~~officers~~ Director or officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of authentication of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form of terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 201 and 301, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that~~Counsel stating: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (PPL Energy Supply LLC)

Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange ----------- Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. ----------- The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of ------------ --- this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly ----------- executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount --------- at maturity of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of each of the Company by its Chairman of the Board, its Chief Executive Officer, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The ~~signature~~ sig- nature of any of these officers of on the Securities and the Seal may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with such Company Order shall authenticate and ~~deliver~~ make available for delivery such Securities as in this Indenture provided and not otherwise. The Trustee shall have the right to ~~or upon a Company Order~~ decline to authenticate and ~~to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the~~ make available for delivery any Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this ~~Indenture in relation to~~ Section if the Trustee, being advised by counsel, determines that such ~~Securities,~~ action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or vice presidents shall ~~be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until~~ determine that such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to action would expose the Trustee ~~at any time prior~~ to ~~the delivery~~ personal liability to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedexisting Holders. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee made available for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturedelivery hereunder.

Appears in 1 contract

Samples: Indenture (Fox Kids Worldwide Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, President, Vice President serving as Chief Financial Officer or ~~any Vice President, and may, but need not be~~ its Treasurer under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with the ~~documents~~ Board Resolution and Officers' Certificate or supplemental indenture with respect to such Securities referred to ~~below~~ in ~~this~~ Section ~~3.3,~~ 301 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a) ~~a Company Order directing such authentication and setting forth delivery instructions if~~ the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms form and terms of ~~the~~ such Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms~~ and ~~the terms of the Securities of such series~~coupons, ~~stating that such form or forms and terms~~ if any, have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (iib) that all conditions precedent to the ~~terms of the Securities~~ authentication and delivery of such ~~series (or~~ Securities, together with the ~~manner of determining such terms)~~ coupons, if any, appertaining thereto, have been ~~established by or pursuant to a Board Resolution, duly authorized~~ complied with and ~~an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii)~~ that such ~~Securities~~Securities and coupons, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general equity principles~~. If~~ ; (c) that all laws and requirements in respect of the execution and delivery by the Company of such ~~form or terms~~ Securities and coupons, if any, have been ~~so established,~~ complied with; and (d) as to such other matters as the Trustee may reasonably request. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the ~~Trustee. Notwithstanding~~ Trustee or if the ~~provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are~~ Trustee being advised by counsel determines that such action may not to lawfully be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any temporary Bearer Security in global form shall be dated as of the date specified as contemplated by Section 301. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in ~~this Indenture~~ Section 202 or 614 executed by or on behalf of the Trustee by the manual signature of an one of its authorized ~~signatory~~signers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding~~ Except as permitted by Section 306 or 307, the ~~foregoing, if~~ Trustee shall not authenticate and deliver any Bearer Security ~~shall~~ unless all appurtenant coupons for interest then matured have been ~~authenticated~~ detached and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturecancelled.

Appears in 1 contract

Samples: Supplemental Indenture (Merrill Lynch & Co Inc)

Execution, Authentication, Delivery and Dating. The ~~Securities~~ ----------------------------------------------- Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, Chief Executive Officer, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the ~~Securities~~ Notes may be manual or facsimile. ~~Securities~~ Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such ~~Securities~~ Notes or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the Securities~~Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of any series~~ Notes executed by the Company, together with a Company Order for the authentication and delivery of such Notes; and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. In addition, in the case of the original issuance of any Additional Notes, the Company shall deliver the Officers' Certificate referred to in Section 3.01(b). At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect thereto, the Company may deliver Exchange Notes executed by the Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities~~Exchange Notes and a like principal amount of Original Notes for cancelation in accordance with Section 3.10 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities~~ Notes. Prior to ~~or upon a Company Order and to~~ authenticating such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rateExchange Notes, and accepting any ~~other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the~~ additional responsibilities under this Indenture in relation to such ~~Securities~~Notes, the Trustee shall be entitled to ~~receive~~ receive, if requested, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating in substance: (a) ~~a Company Order directing such~~ that all conditions hereunder precedent to the authentication and ~~setting forth~~ delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such ~~series for authentication~~ Exchange Notes have been complied with and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such ~~form or forms and terms~~ Exchange Notes endorsed thereon, when such Notes have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee ~~and issued by the Company in the manner~~ (and subject to any other conditions specified in such Opinion of Counsel), have been duly issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors, rights and to general equity principles~~. If such form or terms have been so established,~~ ; and (b) that the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the ~~first Security of such series to be issued~~Exchange Notes in exchange for Original Notes has been effected in compliance with the Securities Act. Each ~~Security~~ Note shall be dated the date of its authentication. No ~~Security~~ Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such ~~Security~~ Note a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any ~~Security~~ Note shall be conclusive evidence, and the only evidence, that such ~~Security~~ Note has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Afc Enterprises Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~one of its Vice Chairmen, ~~Chief Financial Officer~~ its President or one of its Vice Presidents, or the Treasurer or any ~~Vice President~~Assistant Treasurer, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this ~~Indenture~~Indenture (and subject to delivery of the Board Resolution or Officers' Certificate or supplemental indenture as set forth in Section 2.3 with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series together with any coupons appertaining thereto, executed by the Company to the Trustee or its authenticating agent with respect to Bearer Securities for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities; and the Trustee or its authenticating agent with respect to Bearer Securities in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee or its authenticating agent with respect to Bearer 29 21 Securities prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such ~~Securities~~ series for original issue from time to ~~or upon~~ time, in an aggregate Principal Amount not exceeding the aggregate Principal Amount established for such series, pursuant to a Company Order ~~and~~ or pursuant to such ~~recipients~~ procedures acceptable to the Trustee as may be specified from time to time by a Company Order~~. If so provided in~~ , (c) the rate or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities~~ rates of ~~any series~~interest, if any, the ~~maturity date~~Stated Maturity or Maturities, the original issue ~~date~~date or dates, ~~interest rate~~the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company, or the Company's duly authorized agent or agents designated in an Officers' Certificate, which oral instructions shall be promptly confirmed in writing; and provided, further, that, during the restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations, no Bearer Security or coupon shall be mailed or otherwise delivered to any person who is not a United States Alien or to any location in the United States. Except as permitted by Section 2.9, the authenticating agent shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. If the forms or terms of the Securities of ~~such~~ the series ~~may be determined by~~ and any related coupons have been established in or pursuant to ~~such Company Order. In~~ one or more Officers' Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~7.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating: 30 22 (a) ~~a Company Order directing~~ that the form and terms of such ~~authentication~~ Securities and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered any coupons have been duly authorized by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iiib) that such Securities, together with any coupons appertaining thereto, when authenticated and delivered by the Trustee or its authenticating agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to ~~bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium,~~ customary exceptions; and (c) that all laws and ~~similar laws~~ requirements in respect of ~~general applicability relating to or affecting creditors rights~~ the execution and ~~to general equity principles. If~~ delivery by the Company of such ~~form or terms~~ Securities have been ~~so established~~complied with, provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall ~~not~~ be ~~required~~ entitled to ~~authenticate~~ receive such ~~Securities if the issue~~ Opinion of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents Counsel only once at or prior to the time of the first authentication of ~~each Security~~ Securities of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence(provided, that such ~~Security has been duly authenticated~~ Opinion of Counsel covers all Securities of such series) and ~~delivered under this Indenture. Notwithstanding~~ that the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes Opinion of ~~this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.~~Counsel above may state:

Appears in 1 contract

Samples: Indenture (Dun & Bradstreet Corp/Nw)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or ~~any~~ one of its Vice ~~President~~Presidents, ~~and may, but need not be~~ under its corporate ~~seal, which may be in~~ seal or a facsimile ~~form and may be imprinted or otherwise~~ thereof reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of ~~such~~ those Securities, ; and the Trustee in accordance with such Company Order shall either at one time or from time to time pursuant to such instructions as may be described therein authenticate and deliver such Securities ~~to or upon a~~ as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such ~~recipients as may be specified from time to time by a Company Order~~Securities contained in this Indenture have been complied with. If ~~so provided~~ the form or terms of the Securities of any series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.01 and 3.01, ~~the maturity date~~in authenticating those Securities, ~~original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities~~ and accepting the additional responsibilities under this Indenture in relation to ~~such~~ those Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying ~~upon~~on, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the form of those Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of ~~the~~ those Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~c) that ~~such~~ those Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, except as such enforcement is subject to the effect of (i) bankruptcy, insolvency, fraudulent ~~transfer~~conveyance, ~~reorganization, moratorium, and similar~~ reorganization or other laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors' rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and ~~to general equity principles~~(iii) any implied covenants of good faith or fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not ~~reasonably~~ acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate ~~upon~~ on any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this~~ hereunder and is entitled to the benefits of the Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an Authenticating Agent pursuant to the terms of Section 6.14.

Appears in 1 contract

Samples: Indenture (Pentegra Dental Group Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, the Chief Executive Officer, ~~President,~~ the Chief Financial Officer or ~~any~~ one of its Vice ~~President~~Presidents, ~~and may, but need not be~~ under its corporate ~~seal~~seal reproduced thereon, ~~which~~ and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of ~~any~~ such series, ~~the~~ such as interest rate, maturity date, ~~original issue date,~~ date of issuance and date from which interest ~~rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to TIA Section ~~6.1~~315(a) through 315(d)) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) ~~a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities~~ an Opinion of ~~a series subject to a Periodic Offering,~~ Counsel stating, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms ~~and the terms of the Securities~~ of such ~~series, stating that such form or forms and terms~~ Securities have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) that the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; and (iii) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors rights~~ the enforcement of creditors’ rights, to general equitable principles and to ~~general equity principles~~such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner ~~which~~ that is not reasonably acceptable to the Trustee. Notwithstanding the ~~provisions of Section 3.1 and~~ generality of the ~~preceding paragraph~~foregoing, ~~if all Securities of a series are not to be originally issued at one time, it shall~~ the Trustee will not be ~~necessary~~ required to ~~deliver~~ authenticate Securities denominated in a Foreign Currency if the ~~above specified documents at or prior~~ Trustee reasonably believes that it would be unable to ~~the time of authentication of each Security of~~ perform its duties with respect to such ~~series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued~~Securities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Golub Capital BDC, Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order and~~ portion of a temporary Global Security shall be deemed to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided~~ delivery in ~~or pursuant to~~ connection with the ~~Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date,~~ original ~~issue date, interest rate, and any other terms of any or all of the Securities~~ issuance of such ~~series may be determined by or pursuant to~~ beneficial owner’s interest in such ~~Company Order~~permanent Global Security. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section ~~6.1~~7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, ~~unless and until such documents have been superseded or revoked~~and, in addition: (a1) a ~~Company Order directing~~ Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such ~~authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company~~Board Resolution, ~~provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered~~ certified by the ~~Company to the Trustee at any time prior to the delivery to the Trustee~~ Secretary or Assistant Secretary of the ~~Securities of such series for authentication and delivery~~Issuer, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Orderapplicable; (b2) ~~any Board Resolution, Officers’ Certificate and/or~~ an executed supplemental ~~indenture referred to in Sections 2.1~~ indenture, if any; and (3) an Opinion of Counsel which shall state: (A) that the form and ~~3.1~~ terms of such Securities have been established by or pursuant to ~~which the forms~~ Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and ~~terms of the Securities of~~ such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established supplemental indenture in conformity with the provisions of this Indenture; (iiB) that the ~~terms~~ supplemental indenture, if any, when executed and delivered by the Issuer and the Trustee, will constitute a valid and legally binding obligation of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this IndentureIssuer; and (~~iii~~C) that such Securities, when authenticated and delivered by the Trustee and issued by the ~~Company~~ Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 of the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such ~~series~~ series, if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Willis Netherlands Holdings B.V.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities ---------------------------------------------- shall be executed on behalf of the Company by ~~its Chief Executive Officer~~the Chairman, the President, ~~Chief Financial Officer or~~ any Executive Vice President, any Senior Vice President or the Treasurer and ~~may~~attested to by the Corporate Secretary or Assistant Secretary of the Company. The Company's seal shall be affixed to the Securities, ~~but need not~~ or a facsimile of such seal shall be ~~under its corporate seal, which may be in facsimile form and may be imprinted or otherwise~~ reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary~~Securities. The ~~signature~~ signatures of ~~any of these~~ such officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to ~~time after the execution and delivery of this Indenture~~time, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and the delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities -------- ------- offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or ~~upon a~~ electronic instructions from the Company ~~Order and~~ or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to ~~such recipients~~ the Trustee as may be specified ~~from time to time~~ by ~~a Company Order. If so provided in~~ or pursuant to a Company Order delivered to the ~~Board Resolution or supplemental indenture establishing~~ Trustee prior to the time of the first authentication of Securities of ~~any~~ such series, . If the ~~maturity date, original issue date, interest rate, and any other~~ form or terms ~~of any or all~~ of the Securities of ~~such~~ a series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Officers' Certificates or one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a1) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which that the forms and terms of ~~the~~ such Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (~~iii~~2) that such ~~Securities,~~ Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to ~~bankruptcy~~customary exceptions; provided, ~~insolvency~~however, ~~fraudulent transfer~~that, ~~reorganization, moratorium, and similar laws~~ with respect to Securities of ~~general applicability relating~~ a series subject to ~~or affecting creditors rights and to general equity principles. If such form or terms have been so established~~a -------- ------- Periodic Offering, the Trustee shall ~~not~~ be ~~required~~ entitled to ~~authenticate~~ receive such ~~Securities if the issue~~ Opinion of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents Counsel only once at or prior to the time of the first authentication of ~~each Security~~ Securities of such series ~~if such documents are delivered at or prior to~~ and that the ~~authentication upon original issuance~~ Opinion of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.Counsel above may state:

Appears in 1 contract

Samples: Indenture (Farmland Industries Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Corporation may deliver, subject to any limitation on the aggregate principal amount of Debt Securities, if any, or the number of Warrants, Purchase Contracts or Prepaid Purchase Contracts, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities executed by the Corporation constituting the Units evidenced by such Unit Certificates) to the Trustee, Warrant Agent and/or the Agent for authentication, countersignature or execution, as the case may be, of the Securities comprised by such Units, together with its Issuer Orders for authentication, countersignature or execution of such Securities, and the Trustee in accordance with the Indenture and the Issuer Order of the Corporation shall authenticate the Debt Securities and Prepaid Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Corporation shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates and the Agent in accordance with this Agreement and the Issuer Order of the Corporation shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such Unit Certificates upon the order of the Corporation. Any Debt Securities or Prepaid Purchase Contracts constituting a part of the Units of any series shall be executed on behalf of the ~~Company by its Chief Executive Officer, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be~~ Corporation in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities and such signatures may be imprinted or otherwise reproduced on the Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together accordance with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the ~~Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this~~ Indenture~~, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form~~ . Any Warrants constituting a part of the ~~Securities~~ Units of ~~such~~ any series ~~has been duly authorized and established~~ shall be executed on behalf of the Corporation in ~~conformity~~ accordance with ~~the provisions of this Indenture; (ii)~~ the terms of the ~~Securities~~ Warrant Agreement. Any Purchase Contracts constituting a part of ~~such series (or~~ the ~~manner~~ Units shall be executed on behalf of ~~determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ the Corporation in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture3.01.

Appears in 1 contract

Samples: Unit Agreement (Morgan Stanley Dean Witter & Co)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, ~~Chief Financial Officer~~ one of its Vice Presidents or ~~any Vice President~~its Treasurer, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers ~~of the Securities~~ may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Debt Securities. If ~~so provided in or pursuant~~ all the Debt Securities of any one series are not to ~~the~~ be issued at one time and if a Board Resolution or supplemental indenture ~~establishing~~ relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities ~~of any series, the maturity date, original issue date,~~ such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any ~~other terms~~ Debt Security shall be represented by a permanent Global Note, then, for purposes of ~~any or all~~ this Section and Section 3.04, the notation of ~~the Securities~~ a beneficial owner’s interest therein upon original issuance of such ~~series may~~ Debt Security or upon exchange of a portion of a temporary Global Note shall be ~~determined by or pursuant~~ deemed to be delivery in connection with the original issuance of such ~~Company Order~~beneficial owner’s interest in such permanent Global Note. ~~In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the~~ The Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the authentication and delivery ~~to the Trustee~~ of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Debt Securities of such series, (i) the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture ~~referred to in Sections 2.1 and 3.1~~ or the Board Resolution by or pursuant to which the ~~forms~~ form and terms of ~~the~~ such Debt Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been ~~established pursuant to Sections 2.1~~ approved and ~~3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and~~ (dii) an Opinion of ~~Counsel,~~ Counsel substantially to the effect that: (i1) all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the ~~form of the Securities~~ forms and terms of such ~~series has~~ Debt Securities have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii3) in the event that the forms or terms of ~~the~~ such Debt Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to~~ in a ~~Board Resolution~~supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized ~~and an Officers’ Certificate or a~~ by all necessary corporate action of the Company, such supplemental indenture ~~in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated~~ has been duly executed and delivered by the ~~Trustee~~ Company and, assuming due authorization, execution and ~~issued~~ delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities have been duly executed by the Company in and, assuming due authentication by the ~~manner~~ Trustee and ~~subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of~~ delivery by the Company, are valid and binding obligations enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, ~~insolvency, fraudulent transfer, reorganization, moratorium,~~ insolvency and similar laws ~~of general applicability relating~~ affecting creditors’ rights generally and subject, as to ~~or affecting creditors rights and~~ enforceability, to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Debt Securities if the ~~issue~~ issuance of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Debt Securities and this Indenture ~~or otherwise~~ in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the ~~form~~ forms provided for ~~in this Indenture~~ herein duly executed by the Trustee or by ~~manual signature of~~ an ~~authorized signatory~~Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section ~~3.9~~3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Debt Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Genesee & Wyoming Inc)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman, its Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, its President, ~~Chief Financial Officer~~ one of its Vice Presidents or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~Treasurer. The signature of any of these officers ~~of the Securities~~ may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Debt Securities. If ~~so provided in~~ all the Debt Securities of any one series are not to be issued at one time and if a Board Resolution or the Officers’ Certificate or other document pursuant to ~~the~~ a Board Resolution or supplemental indenture ~~establishing~~ relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and for the determination of ~~any series~~the terms thereof, ~~the maturity date, original issue date,~~ such as interest rate, Stated Maturity, date of issuance and ~~any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~date from which interest, if any, shall accrue. ~~In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the~~ The Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the authentication and delivery ~~to the Trustee~~ of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Debt Securities of such series, (i) the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture ~~referred to in Sections 2.1 and 3.1~~ or the Board Resolution by or pursuant to which the ~~forms~~ form and terms of ~~the~~ such Debt Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been ~~established pursuant to Sections 2.1~~ approved and ~~3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and~~ (dii) an Opinion of ~~Counsel,~~ Counsel substantially to the effect that: (i1) the ~~form of~~ Company Order furnished by the ~~Securities~~ Company to the Trustee in connection with the authentication and delivery of such ~~series has been duly authorized~~ Debt Securities conforms to the requirements of this Indenture and ~~established in conformity~~ constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture; (ii3) in the event that the forms or terms of such Debt Securities have been established in a supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; and (4) the ~~terms~~ execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities (if to be issued at the time of delivery of such ~~series (or the manner of determining such terms~~Company Order) have been ~~established~~ duly executed and delivered by ~~or pursuant~~ the Company and, assuming due authentication by the Trustee and execution and delivery by the Company (if to ~~a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ be issued after delivery of such Company Order in accordance with the ~~provisions of this Indenture; and (iii) that such Securities~~foregoing procedures), ~~when authenticated~~ are valid and ~~delivered by the Trustee and issued by~~ binding obligations enforceable against the Company ~~in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable~~ in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, ~~insolvency, fraudulent transfer, reorganization, moratorium,~~ insolvency and similar laws ~~of general applicability relating~~ affecting creditors’ rights generally and subject, as to ~~or affecting creditors rights and~~ enforceability, to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Debt Securities if the ~~issue~~ issuance of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Debt Securities and this Indenture ~~or otherwise~~ in a manner which is not reasonably acceptable to the Trustee. Each Debt Security shall be dated the date of its authentication. Notwithstanding the provisions of Section 3.1 and of the preceding ~~paragraph~~paragraphs, if all Debt Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution or any Officers’ Certificate or other document pursuant to a Board Resolution otherwise required pursuant to Section 3.1 or the Company Order, the Officers’ Certificate and Opinion of Counsel otherwise required pursuant to such preceding paragraphs or Sections 1.2 and 2.1 at or prior to the ~~time of~~ authentication of each Debt Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Debt Security of such series to be issued. ~~Each Security shall~~ With respect to Debt Securities of a series that are not to be ~~dated~~ originally issued at one time, the ~~date~~ Trustee may rely, as to the authorization by the Company of ~~its authentication~~any of such Debt Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Debt Securities of such series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the ~~form~~ forms provided for ~~in this Indenture~~ herein duly executed by an authorized officer of the Trustee or by ~~manual signature of~~ an ~~authorized signatory~~Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section ~~3.9~~3.8 together with a written statement (which need not comply with Section 1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Debt Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Sigma Aldrich Corp)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, a Vice Chairman, its President, Chief Financial Officer, Chief Investment Officer or ~~any Vice President, and may, but need not be~~ Chief Accounting Officer under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ an Assistant Secretary. Coupons shall be executed on behalf of the Company by the Chief Financial Officer or Chief Accounting Officer of the Company. The signature of any of these officers of on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officer's Certificate or supplemental indenture or indentures with ~~the documents~~ respect to such Securities referred to ~~below~~ in ~~this~~ Section ~~3.3,~~ 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d1) an Opinion of ~~Counsel, substantially~~ Counsel to the effect that: (ia) the form ~~of the Securities~~ or forms and terms of such ~~series has~~ Securities and Coupons, if any, have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) all conditions precedent to the ~~terms~~ authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company's corporate seal and attested by duly authorized officers of the ~~Securities~~ Company, delivered by duly authorized officers of ~~such series (or~~ the ~~manner of determining such terms) have been established by or~~ Company to the Trustee for authentication pursuant to ~~a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of~~ this Indenture~~; and (iii) that such Securities~~, ~~when~~ and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and ~~legally~~ binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency~~, fraudulent transfer~~, reorganization, moratorium, ~~and~~ arrangement, fraudulent conveyance, fraudulent transfer or other similar laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors' rights generally, and subject to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officer's Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Security, but such ~~form~~ opinion and certificate, with appropriate modifications, shall be delivered at or ~~terms~~ before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been ~~so established,~~ complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate ~~such~~ or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee~~. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph~~, ~~if all Securities of a series are~~ being advised by counsel, determines that such action may not to lawfully be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in ~~this Indenture~~ Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of an one of its authorized ~~signatory, and such~~ officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding~~ Except as permitted by Section 3.6 or 3.7, the ~~foregoing, if~~ Trustee shall not authenticate and deliver any Bearer Security ~~shall~~ unless all Coupons appertaining thereto then matured have been ~~authenticated~~ detached and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturecancelled.

Appears in 1 contract

Samples: Indenture (Ace LTD)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President, its Chief Executive Officer, ~~President~~one of its Vice Presidents or its Treasurer, ~~Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities~~ and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries or by its Chief Financial Officer. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ Series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the Board Resolution~~ one or ~~supplemental indenture establishing the Securities of any series~~more Establishment Actions as permitted by Sections 2.1 and 3.1, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be ~~entitled to receive~~ provided with, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery~~Securities has been established by an Establishment Action as permitted by Section 2.1, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by ~~or pursuant to a Board Resolution~~an Establishment Action as permitted by Section 3.1, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. The Trustee shall have the right to decline or authenticate and deliver any Add On Securities under this Section 3.3 if the Trustee determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Security Holders. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Harsco Corp)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman, a Vice Chairman, its President, ~~Chief Financial Officer~~ one of its Vice Presidents or ~~any Vice President~~its Treasurer, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers ~~of the Securities~~ may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Debt Securities. If ~~so provided in or pursuant~~ all the Debt Securities of any one series are not to ~~the~~ be issued at one time and if a Board Resolution or supplemental indenture ~~establishing~~ relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities ~~of any series, the maturity date, original issue date,~~ such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any ~~other terms~~ Debt Security shall be represented by a permanent Global Note, then, for purposes of ~~any or all~~ this Section and Section 3.4, the notation of ~~the Securities~~ a beneficial owner's interest therein upon original issuance of such ~~series may~~ Debt Security or upon exchange of a portion of a temporary Global Note shall be ~~determined by or pursuant~~ deemed to be delivery in connection with the original issuance of such ~~Company Order~~beneficial owner's interest in such permanent Global Note. ~~In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the~~ The Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the authentication and delivery ~~to the Trustee~~ of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Debt Securities of such series, (i) the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture ~~referred to in Sections 2.1 and 3.1~~ or the Board Resolution by or pursuant to which the ~~forms~~ form and terms of ~~the~~ such Debt Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been ~~established pursuant to Sections 2.1~~ approved and ~~3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and~~ (dii) an Opinion of ~~Counsel,~~ Counsel substantially to the effect that: (i1) the ~~form of~~ authentication order furnished by the ~~Securities~~ Company to the Trustee in connection with the authentication and delivery of such ~~series has been duly authorized~~ Debt Securities conforms to the requirements of this Indenture and ~~established in conformity~~ constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms of such Debt Securities are consistent with the provisions of this Indenture; (ii3) in the event that the forms or terms of ~~the~~ such Debt Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to~~ in a ~~Board Resolution~~supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized ~~and an Officers’ Certificate or a~~ by all necessary corporate action of the Company, such supplemental indenture ~~in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated~~ has been duly executed and delivered by the ~~Trustee~~ Company and, assuming due authorization, execution and ~~issued~~ delivery by the ~~Company in the manner and subject to any conditions specified in such Opinion of Counsel~~Trustee, ~~will constitute~~ is a valid and ~~legally~~ binding ~~obligations of the Company,~~ obligation enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.against the

Appears in 1 contract

Samples: Junior Subordinated Indenture (Rga Capital Trust Ii)

Appears in 1 contract

Samples: Unit Agreement (Dean Witter Discover & Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by ~~its Chief Executive Officer~~the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, or the President, Chief ~~Financial~~ Executive Officer or ~~any~~ one of the Vice ~~President~~Presidents of the Issuer, ~~and may, but need not be~~ under ~~its corporate seal, which may be in facsimile form and may be imprinted or otherwise~~ the seal of the Issuer reproduced ~~on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~thereon. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Issuer shall bind the ~~Company~~Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Issuer to the Trustee for the Securities of such series for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, which Issuer Order shall set forth the number of separate Securities certificates, the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the registered holder or each of such Securities and delivery instructions, and such Trustee, in accordance with the ~~Trustee~~ Issuer Order, shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order and~~ portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such ~~recipients as may be specified from time to time by a Company Order~~beneficial owner’s interest in such permanent Global Security. If ~~so provided in or pursuant to the Board Resolution or supplemental indenture establishing~~ all the Securities of any ~~series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such~~ one series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be ~~delivered~~ issued at one time and if a Board Resolution of the Issuer relating to such Securities shall so permit, such Issuer Order may set forth procedures acceptable to the ~~Company~~Trustee for the issuance of such Securities, ~~provided that~~including, without limitation, procedures with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, Stated Maturity, date of issuance and ~~any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution~~date from which interest, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such seriesif any, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteeaccrue. Notwithstanding ~~the provisions of Section 3.1 and of the preceding paragraph~~any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Issuer to deliver the ~~above specified documents~~ Board Resolution, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein manually executed by the Trustee ~~by manual signature of an authorized signatory~~for such Security or on its behalf pursuant to Section 614, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding the foregoing, if~~ In case any ~~Security~~ Securities shall have been ~~authenticated and delivered~~ authenticated, but ~~never issued and sold~~ not delivered, by the ~~Company~~Trustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the ~~Company~~ Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. Each Depositary designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 303 if the Trustee, being advised by counsel, determines that such ~~Security to~~ action may not lawfully be taken or if the Trustee ~~for cancellation as provided~~ in ~~Section 3.9, for all purposes of this Indenture,~~ good faith shall determine that such ~~Security shall be deemed never~~ action would expose the Trustee to ~~have been authenticated and delivered under this Indenture and shall never be entitled~~ personal liability to ~~the benefits of this Indenture~~existing Holders.

Appears in 1 contract

Samples: Indenture (Acadia Realty Trust)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, ~~President~~its principal financial officer, ~~Chief Financial Officer~~ its President or ~~any~~ one of its Vice ~~President~~Presidents, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ attested by its ~~Corporate~~ Treasurer, Secretary or one of its Assistant Treasurers, Assistant Secretaries, or Vice Presidents (other than any ~~Assistant Secretary~~Vice President whose execution of the Securities is being attested to). The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked: (a)~~ a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities copy of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers~~’ Certificate and/or executed~~ ' Certificate, or supplemental indenture ~~referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate~~ setting forth ~~the form or forms and~~ the terms of the Securities setting forth the terms of ~~such series, stating that such form or forms~~ the series and ~~terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d)~~ an Opinion of Counsel, ~~substantially to the effect that:~~with such Opinion of Counsel stating, (i1) if the form of ~~the~~ such Securities ~~of such series~~ has been ~~duly authorized and~~ established by or pursuant to Board Resolution, Officers' Certificate, or supplemental indenture as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (ii2) if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board Resolution, ~~duly authorized and an~~ Officers~~’ Certificate~~ ' Certificate, or a supplemental indenture as permitted by Section 3.1, that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors' rights and to general equity principles; and (4) if all Securities of a series are not to be originally issued at one time, and the Board Resolution, Officer's Certificate, or supplemental indenture pursuant to which such Securities are issued does not require an Officer's Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each subsequent Security of such series, that it will not be necessary for the Company to deliver or cause to be delivered an Officer's Certificate otherwise required pursuant to Section 3.1 or a Company Order or an Opinion of Counsel otherwise required pursuant to Section 3.1 at or prior to the authentication of subsequently-issued Securities of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the ~~time of~~ authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued~~issued and the Company Order so provides. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.

Appears in 1 contract

Samples: Indenture (Waddell & Reed Financial Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~[Chairman of the Board, its President, ~~Chief Financial Officer~~ or ~~any~~ one of its Vice ~~President~~Presidents, or its Treasurer and ~~may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested~~ by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries]. The ~~signature~~ signatures of any or all of these officers of on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's [Chairman of the Board, its President, or one of its Vice Presidents, or its Treasurer]. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee ~~shall~~ shall, upon receipt of the Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or ~~upon~~ such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities in registered or permanent bearer form, then the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such ~~recipients as may~~ series, authenticate and deliver one or more Global Securities in permanent or temporary form that (i) shall represent and shall be ~~specified from time to time by a Company Order. If so provided~~ denominated in ~~or pursuant~~ an aggregate amount equal to the ~~Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all~~ aggregate principal amount of the Outstanding Securities of such series ~~may~~ to be ~~determined~~ represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such ~~Company Order~~Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~8.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect~~ Counsel complying with Section 1.02 and stating that: (i) the form of ~~the~~ such Securities ~~of such series~~ and coupons, if any, has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii) the terms of ~~the~~ such Securities ~~of such series (~~and coupons, if any, or the manner of determining such terms) , have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (iii) that such ~~Securities~~Securities and coupons, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general ~~equity principles~~principles of equity; and (iv) such other matters as the Trustee may reasonably request. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue ~~of such Securities pursuant to this Indenture~~ thereof will adversely affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution or Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued~~issued and such documents reasonably contemplate the issuance of all Securities of such series; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be true and correct as if made on such date. A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic (promptly confirmed in writing), electronic or written order of Persons designated in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution and that such Persons are authorized to determine, consistent with such Company Order, Officers' Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution. Each Registered Security shall be dated the date of its authentication; and unless otherwise specified as contemplated by Section 3.01, each Bearer Security and any temporary Global Security referred to in Section 3.04 shall be dated as of the date of original issuance of such Security. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. Notwithstanding the foregoing, if any Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security or portion thereof has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Waste Connections Inc/De)

Execution, Authentication, Delivery and Dating. of the Original Indenture shall not apply with respect to the Securities (but shall apply with respect to any other series of Securities (as defined in the Original Indenture)). Instead, this Section 3.04 shall apply with respect to the Securities. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~chairman of the Board of Directors, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of ~~these officers~~ its vice chairmen of the ~~Securities may be manual~~ Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or ~~facsimile~~its treasurer. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at any time ~~the~~ a proper ~~officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $[•]11. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time ~~after~~ may, without the ~~execution and delivery of this Indenture, the Company may deliver Securities~~ consent of any ~~series executed by the Company to the Trustee for authentication~~Holder, ~~together with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such~~ issue Additional Securities ~~to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or~~ pursuant to ~~the Board Resolution or supplemental indenture establishing the~~ Section 3.12, which Additional Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions benefits of this Indenture~~; (ii)~~ . Such Additional Securities will be deemed Securities for all purposes hereunder, including, without limitation, in determining the ~~terms~~ necessary Holders who may Act or consent to the taking of an Act of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture Holders as specified in ~~accordance with the provisions of~~ this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: First Supplemental Indenture (Evergreen Solar Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, ~~Chief Financial Officer~~ any one of its Vice Presidents or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~Treasurer. The signature of any of these officers of on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with the ~~documents~~ Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to ~~below~~ in ~~this~~ Section ~~3.3,~~ 3.1 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be ~~entitled to receive~~ provided with, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, (a) ~~a Company Order directing such authentication and setting forth delivery instructions if~~ that the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms form and terms of ~~the~~ such Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions provision of this Indenture; and (~~iii~~b) that all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent ~~transfer, reorganization~~conveyance, moratorium, reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general equity principles; provided, however, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner ~~which~~ that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. ~~Notwithstanding~~ If the ~~provisions of~~ Company shall establish pursuant to Section 3.1 ~~and of the preceding paragraph, if all~~ that Securities of a series ~~are not~~ may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be ~~originally issued at~~ represented by one ~~time~~or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it ~~shall~~ is exchanged in whole or in part for Notes in certificated form, this Note may not be ~~necessary~~ transferred except as a whole by the Depositary to ~~deliver~~ a nominee of the ~~above specified documents~~ Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.1 for a Security in global form must, at ~~or prior to~~ the time of ~~authentication~~ its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of ~~each Security of such series if such documents are delivered at~~ 1934 and any other applicable statute or ~~prior to the authentication upon original issuance of the first Security of such series to be issued~~regulation. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in ~~this Indenture~~ Section 2.2 or 6.14 executed by or on behalf of the Trustee by manual ~~signature~~ or PDF or other electronically-imaged (including, without limitation, DocuSign or Adobe Sign) signature, of an one of its authorized ~~signatory~~signatories, and such ~~certificate~~ signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Yum Brands Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice ~~President,~~ Presidents and ~~may, but~~ need not be ~~under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~attested. The signature of any of these officers of on the Securities may be manual or facsimile, including portable document format (pdf). Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any notation of the Securities Guarantee may be manual or facsimile, including portable document format (pdf). Securities and any notation of a Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or a Guarantor, as the case may be, shall bind the ~~Company~~Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to ~~or upon a Company Order and~~ time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of written instructions from the Company) acceptable to ~~such recipients~~ the Trustee as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order ~~directing such authentication and setting forth delivery instructions if the Securities are not to be~~ delivered to the ~~Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the~~ Trustee ~~at any time~~ prior to the ~~delivery to the Trustee~~ time of the ~~Securities~~ first authentication of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which . If the forms ~~and~~ or terms of the Securities of ~~such~~ the series ~~were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in ~~conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by~~ or pursuant to a one or more Board ~~Resolution~~Resolutions as permitted by Section 2.1 and Section 3.1, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.authenticating

Appears in 1 contract

Samples: Indenture (Sun Communities Operating Limited Partnership)

Execution, Authentication, Delivery and Dating. ~~The~~ Any Director, the Secretary or any other officer of the Company so authorized shall execute the Securities ~~shall be executed~~ on behalf of the Company ~~by its Chief Executive Officer, President, Chief Financial Officer or any Vice President,~~ and ~~may, but~~ need not be ~~under its corporate seal~~attested. Definitive Registered Securities of any series may have the Company's seal reproduced thereon and need not be attested. Such additional Director or officer, ~~which may~~ if any, as shall be ~~in facsimile form and may be imprinted or otherwise reproduced on~~ specified pursuant to Section 301 shall execute the Securities ~~and attested by its Corporate Secretary or~~ of any ~~Assistant Secretary~~series. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of ~~individuals~~ any individual who ~~were~~ was at any time the proper ~~officers~~ Director or officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of authentication of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form of terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 201 and 301, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that~~Counsel stating: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (PPL Electric Utilities Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Corporation by its Chairman, its President, its Chief Executive Officer, ~~President,~~ its Chief Financial Officer or ~~any Vice~~ a Vice-President, ~~and may~~together with any one of the Corporate Secretary, ~~but need not be under its corporate seal~~or Assistant Corporate Secretary, ~~which~~ the Treasurer or an Assistant Treasurer. The signature of any of these officers on the Securities may be in the manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Corporation shall bind the ~~Company~~Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Corporation may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Corporation to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Corporation Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Corporation Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, stated maturity, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, ~~unless and until such documents have been superseded~~ one or ~~revoked~~more Opinions of Counsel stating: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Cenovus Energy Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its ~~Chief Executive Officer, President, Chief Financial Officer~~ directors or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be~~ attorneys in ~~facsimile form and may be imprinted or otherwise reproduced~~ fact in accordance with its Bylaws. The Guaranty on the Securities ~~and attested~~ shall be endorsed on behalf of the Guarantor by any two of its ~~Corporate Secretary~~ executive officers or ~~any Assistant Secretary~~its attorneys in fact in accordance with its Bylaws. The signature of any of these directors, officers of or attorneys in fact on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers or attorneys in fact of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper executive officers or attorneys in fact of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities ~~and~~ bearing such ~~signatures may be imprinted~~ endorsement or ~~otherwise reproduced on~~ did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: ~~(a) a Company Order directing such authentication and setting forth delivery instructions~~ 3.3.1 if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.1, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; ~~(ii)~~ 3.3.2 if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.1, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; ~~(iii)~~ 3.3.3 that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles; and 3.3.4 that the Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and the general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this ~~Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee~~Indenture. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the ~~time of~~ authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued~~issued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.8, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Vale S.A.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~its Chief Executive~~ an Authorized Officer and attested by a different Authorized Officer~~, President,~~ . Coupons shall be executed on behalf of the Company by the Chief Financial Officer or ~~any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on~~ Chief Accounting Officer of the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary~~Company. The signature of any of these officers of on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with ~~the documents~~ respect to such Securities referred to ~~below~~ in ~~this~~ Section ~~3.3,~~ 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected ~~in relying~~ in, and may conclusively rely upon~~, unless and until such documents have been superseded or revoked:~~, (a) ~~a Company Order directing such~~ an Opinion or Opinions of Counsel that comply with Section 314 of the Trust Indenture Act; and (b) an Officers’ Certificate stating that all conditions precedent to the execution, authentication and ~~setting forth~~ delivery ~~instructions~~ of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be ~~delivered~~ issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the ~~Company~~time of issuance of each Security, ~~provided that~~but such opinion and certificate, with ~~respect to Securities of a series subject to a Periodic Offering~~appropriate modifications, ~~(i) such Company Order may~~ shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company to or any person designated in writing by an Authorized Officer that the Trustee ~~at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall~~ authenticate and deliver ~~the~~ Securities of such series for original issue ~~from time~~ will be deemed to ~~time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to~~ be a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued certification by the Company that all conditions precedent provided for in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability this Indenture relating to ~~or affecting creditors rights~~ authentication and delivery of such Securities continue to ~~general equity principles. If such form or terms~~ have been ~~so established, the~~ complied with. The Trustee shall not be required to authenticate ~~such Securities~~ or to cause an Authenticating Agent to authenticate any Securities, nor will it be liable for its refusal to authenticate or cause an Authenticating Agent to authenticate any Securities, if the issue of such Securities ~~pursuant to this Indenture~~ will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee~~. Notwithstanding~~ , being advised by counsel, determines that such action may not lawfully be taken or may expose the ~~provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not~~ Trustee to ~~be originally issued at one time, it shall not be necessary~~ personal liability to ~~deliver the above specified documents at~~ existing Holders or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedothers. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to the related Series Authorization. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in ~~this Indenture~~ Section 2.2 or Section 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of an one of its authorized ~~signatory, and such~~ officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding~~ Except as permitted by Section 3.6 or Section 3.7, the ~~foregoing, if~~ Trustee shall not authenticate and deliver any Bearer Security ~~shall~~ unless all Coupons appertaining thereto then matured have been ~~authenticated~~ detached and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturecancelled.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Partnerre LTD)

Execution, Authentication, Delivery and Dating. of the Original Indenture shall not apply with respect to the Securities (but shall apply with respect to any other series of Securities (as defined in the Original Indenture)). Instead, this Section 3.04 shall apply with respect to the Securities. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~chairman of the Board of Directors, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of ~~these officers~~ its vice chairmen of the ~~Securities may be manual~~ Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or ~~facsimile~~its treasurer. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at any time ~~the~~ a proper ~~officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $[140,000,000]. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time ~~after~~ may, without the ~~execution and delivery of this Indenture, the Company may deliver Securities~~ consent of any ~~series executed by the Company to the Trustee for authentication~~Holder, ~~together with the documents referred to below in this Section 3.3, for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such~~ issue Additional Securities ~~to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or~~ pursuant to ~~the Board Resolution or supplemental indenture establishing the~~ Section 3.12, which Additional Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions benefits of this Indenture~~; (ii)~~ . Such Additional Securities will be deemed Securities for all purposes hereunder, including, without limitation, in determining the ~~terms~~ necessary Holders who may Act or consent to the taking of an Act of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture Holders as specified in ~~accordance with the provisions of~~ this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: First Supplemental Indenture (Evergreen Solar Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be ~~executed~~ signed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its President, its Chief ~~Executive~~ Operating Officer, ~~President~~one of its Executive Vice Presidents or Vice Presidents, ~~Chief Financial Officer~~ its Treasurer or one of its Assistant Treasurers. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any ~~Vice President, and may, but need not be under its corporate seal, which may be in facsimile form~~ future such authorized officers and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at ~~any~~ the time they signed such Securities the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless~~ an Opinion of Counsel stating that all conditions precedent of the Indenture to the authentication and ~~until~~ delivery of such ~~documents~~ Securities have been ~~superseded or revoked: (a) a Company Order directing~~ complied with and that such ~~authentication~~ Securities, when completed by appropriate insertions and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be executed and delivered by the Company to the Trustee ~~at any time prior to the delivery to the Trustee of the Securities of such series~~ for authentication ~~and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time,~~ in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply accordance with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors rights~~ the enforcement of creditors’ rights, to general equitable principles and to ~~general equity principles. If~~ such ~~form or terms have been so established,~~ other qualifications as such counsel shall conclude do not materially affect the ~~Trustee shall not be required to authenticate such Securities if the issue~~ rights of Holders of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeSecurities. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if not all the Securities of a any series are ~~not~~ to be ~~originally~~ issued at one time, it shall not be necessary to deliver ~~the above specified documents~~ an Opinion of Counsel at ~~or prior to~~ the time of ~~authentication~~ issuance of each ~~Security of~~ Security, but such ~~series if such documents are~~ opinion with appropriate modifications shall be delivered at or ~~prior to~~ before the ~~authentication upon original~~ time of issuance of the first Security of such ~~series~~ series. The Trustee shall not be required to authenticate and deliver any such Securities if the Trustee, being advised by counsel, determines that such action (i) may not lawfully be ~~issued~~taken or (ii) would expose the Trustee to personal liability to existing Holders of Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein, executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Carnival PLC)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order and~~ portion of a temporary Global Security shall be deemed to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided~~ delivery in ~~or pursuant to~~ connection with the ~~Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date,~~ original ~~issue date, interest rate, and any other terms of any or all of the Securities~~ issuance of such ~~series may be determined by or pursuant to~~ beneficial owner’s interest in such ~~Company Order~~permanent Global Security. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section ~~6.1~~7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, ~~unless and until such documents have been superseded or revoked~~and, in addition: (a1) a ~~Company Order directing~~ Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such ~~authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company~~Board Resolution, ~~provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered~~ certified by the ~~Company to the Trustee at any time prior to the delivery to the Trustee~~ Secretary or Assistant Secretary of the ~~Securities of such series for authentication and delivery~~Issuer, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Orderapplicable; (b2) ~~any Board Resolution, Officers’ Certificate and/or~~ an executed supplemental ~~indenture referred to in Sections 2.1~~ indenture, if any; and (3) an Opinion of Counsel which shall state: (A) that the form and ~~3.1~~ terms of such Securities have been established by or pursuant to ~~which the forms~~ Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and ~~terms of the Securities of~~ such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established supplemental indenture in conformity with the provisions of this Indenture; (iiB) that the ~~terms~~ supplemental indenture, if any, when executed and delivered by the Issuer and the Trustee, will constitute a valid and legally binding obligation of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this IndentureIssuer; and (~~iii~~C) that such Securities, when authenticated and delivered by the Trustee and issued by the ~~Company~~ Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors’ rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. ~~Notwithstanding~~ Nothwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such ~~series~~ series, if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenturehereunder.

Appears in 1 contract

Samples: Indenture (Willis Netherlands Holdings B.V.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by its Chairman of the Board, the Chief Executive Officer, a President, its Chief Financial ~~Officer~~ Officer, its Treasurer or ~~any~~ a Vice ~~President, and may, but need not be~~ President under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant ~~Secretary~~Treasurer of the Company. The signature of any of these officers of on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures, along with the ~~documents~~ Officers’ Certificate and Opinion of Counsel required hereunder, with respect to such Securities referred to ~~below~~ in ~~this~~ Section ~~3.3,~~ 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSecurities. In authenticating such ~~Securities~~ Securities, or causing the authentication thereof, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to ~~receive~~ receive, and (subject to ~~Section 6.1~~Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked:~~, (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d1) an Opinion of ~~Counsel, substantially~~ Counsel to the effect that: (ia) the form ~~of the Securities~~ or forms and terms of such ~~series has~~ Securities and Coupons, if any, have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) all conditions precedent to the ~~terms~~ authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal and attested by duly authorized officers of the ~~Securities~~ Company, delivered by duly authorized officers of ~~such series (or~~ the ~~manner of determining such terms) have been established by or~~ Company to the Trustee for authentication pursuant to ~~a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of~~ this Indenture~~; and (iii) that such Securities~~, ~~when~~ and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and ~~legally~~ binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be subject to or limited by bankruptcy, insolvency~~, fraudulent transfer~~, reorganization, moratorium, ~~and~~ arrangement, fraudulent conveyance, fraudulent transfer or other similar laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors’ rights generally, and subject to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officers’ Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security of such ~~form~~ series, but such opinion and certificate, with appropriate modifications, shall be delivered at or ~~terms~~ before the time of issuance of the first Security of such series. After any such first delivery, any separate Company Order that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been ~~so established, the~~ complied with. The Trustee shall not be required to authenticate ~~such~~ or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee~~. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph~~, ~~if all Securities of a series are~~ being advised by counsel, determines that such action may not to lawfully be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in ~~this Indenture~~ Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of an one of its authorized ~~signatory, and such~~ signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. ~~Notwithstanding~~ Except as permitted by Section 3.6 or 3.7, the ~~foregoing, if~~ Trustee shall not authenticate and deliver any Bearer Security ~~shall~~ unless all Coupons appertaining thereto then matured have been ~~authenticated~~ detached and ~~delivered but never issued and sold by the Company, and the~~ cancelled. The Company ~~shall deliver such Security to~~ initially appoints the Trustee to act as the Securities Custodian for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the ~~benefits of this Indenture~~global Securities.

Appears in 1 contract

Samples: Indenture (Walgreens Boots Alliance, Inc.)

Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company by or Unilever N.V., as the case may be, by, (i) in the case of the Company, its ~~Chief Executive Officer~~President or one of its Vice Presidents, ~~President, Chief Financial Officer or any Vice President, and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or one of its Assistant Secretaries or (ii) in the case of Unilever N.V., any ~~Assistant Secretary~~person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, (iii) in the case of either Parent, any other person thereunto duly authorized. The signature of any of these ~~officers~~ officers, certified to the satisfaction of The Bank of New York, on the Debt Securities may be manual or facsimile. Any Coupons attached to any bearer Debt Securities shall be executed in the name of the Company or Unilever N.V., as the case may be, by the facsimile signature of the Treasurer thereof. Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the ~~Company~~ Issuer shall bind the ~~Company~~Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or Coupons or did not hold such offices at the date of such Debt Securities ~~and such signatures may be imprinted~~ or ~~otherwise reproduced on the Securities~~Coupons. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Debt Securities of any series executed by such Issuer having endorsed thereon Guarantees of each Guarantor and, in the ~~Company~~ case of bearer Debt Securities, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and an Issuer Order from each Guarantor approving the delivery of the Guarantees endorsed thereon and the Trustee in accordance with such Issuer Orders shall authenticate and deliver such Debt Securities ~~to or upon a Company Order and to~~ having such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderGuarantees endorsed thereon. In authenticating such Debt Securities and accepting the additional responsibilities under ~~this~~ the Indenture in relation to such ~~Securities,~~ Debt Securities the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that: (i)~~ Counsel stating that the form ~~of the Securities of such series has~~ and terms thereof have been ~~duly authorized and~~ established in conformity with the provisions of this ~~Indenture; (ii)~~ Indenture and that such Debt Securities constitute the ~~terms~~ legal, valid, binding and enforceable obligation of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principlesIssuer thereof. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Debt Securities or any Coupons and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each registered Debt Security shall be dated the date of its ~~authentication~~authentication unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and by or pursuant to the action or authority of the Board of Directors of each Guarantor, as appropriate or established in one or more indentures supplemental hereto. Each bearer Debt Security shall be dated the date specified pursuant to Section 3.01 unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto. No Debt Security or Guarantee endorsed thereon or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by or on behalf of the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered ~~under~~ hereunder and that such Debt Security, Guarantee or Coupon is entitled to the benefits of this Indenture. The delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of each Guarantor. The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining thereto shall have been detached and canceled, except as otherwise provided in Section 3.04, 3.05 or 9.06 or as permitted in Section 3.06. Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the ~~Company~~applicable Issuer, and the ~~Company~~ applicable Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this ~~Indenture,~~ Indenture such Debt Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Unilever PLC)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its ~~Chief Executive Officer, President, Chief Financial Officer~~ Directors or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be~~ attorneys in ~~facsimile form and may be imprinted or otherwise reproduced~~ fact in accordance with its bylaws. The Guaranty on the Securities ~~and attested~~ shall be endorsed on behalf of the Guarantor by any two of its ~~Corporate Secretary~~ officers or ~~any Assistant Secretary~~its attorneys in fact in accordance with its bylaws. The signature of any of these Directors or officers of on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities ~~and~~ bearing such ~~signatures may be imprinted~~ endorsement or ~~otherwise reproduced on~~ did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section 6.1) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating, ~~(a) a Company Order directing such authentication and setting forth delivery instructions~~ 3.3.1 if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities form of such ~~series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the~~ Securities ~~of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount~~ has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.1, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; ~~(ii)~~ 3.3.2 if the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.1, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; ~~(iii)~~ 3.3.3 that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company,~~ Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, ~~moratorium,~~ moratorium and similar laws of general applicability relating to or affecting ~~creditors~~ creditors’ rights and to general equity principles; and 3.3.4 that the Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and the general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this ~~Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee~~Indenture. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the ~~time of~~ authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued~~issued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.8, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Vale Overseas LTD)

Execution, Authentication, Delivery and Dating. Initial Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. Exchange Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Securities offered and sold in reliance on Rule 144A and on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Global Securities shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, ~~President~~its President or one of its Vice Presidents, its Chief Operating Officer, or its Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant SecretaryOfficer. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, which shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.15 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities ~~to or upon a Company Order and to such recipients~~ as ~~may be specified from time to time by a Company Order. If so provided~~ in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture ~~in relation to such Securities, the Trustee shall be entitled to receive~~ provided and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedotherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under~~ hereunder. Authentication by counterpart shall satisfy the requirements of this ~~Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company,~~ Section 3.03 and the ~~Company shall deliver such Security to~~ requirements of the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this IndentureSecurities.

Appears in 1 contract

Samples: Indenture (United Rentals Gulf Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, ~~President~~one of its Vice Chairmen, ~~Chief Financial Officer~~ its President or one of its Vice Presidents, or the Treasurer or any ~~Vice President~~Assistant Treasurer, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this ~~Indenture~~Indenture (and subject to delivery of the Board Resolution or Officers' Certificate or supplemental indenture as set forth in Section 2.3 with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series together with any coupons appertaining thereto, executed by the Company to the Trustee or its authenticating agent with respect to Bearer Securities for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities; and the Trustee or its authenticating agent with respect to Bearer Securities in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee or its authenticating agent with respect to Bearer Securities prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such ~~Securities~~ series for original issue from time to ~~or upon~~ time, in an aggregate Principal Amount not exceeding the aggregate Principal Amount established for such series, pursuant to a Company Order ~~and~~ or pursuant to such ~~recipients~~ procedures acceptable to the Trustee as may be specified from time to time by a Company Order~~. If so provided in~~ , (c) the rate or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities~~ rates of ~~any series~~interest, if any, the ~~maturity date~~Stated Maturity or Maturities, the original issue ~~date~~date or dates, ~~interest rate~~the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company, or the Company's duly authorized agent or agents designated in an Officers' Certificate, which oral instructions shall be promptly confirmed in writing; and provided, further, that no Bearer Security or coupon shall be mailed or otherwise delivered to any person who is not a United States Alien or to any location in the United States. Except as permitted by Section 2.9, the authenticating agent shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If the forms or terms of the Securities of ~~such~~ the series ~~may be determined by~~ and any related coupons have been established in or pursuant to ~~such Company Order. In~~ one or more Officers' Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~7.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that~~Counsel stating: (i) that the form ~~of the Securities~~ and terms of such ~~series has~~ Securities and any coupons have been duly authorized by the Company and established in conformity with the provisions of this Indenture;; and (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, together with any coupons appertaining thereto, when authenticated and delivered by the Trustee or its authenticating agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to ~~bankruptcy~~customary exceptions; provided, ~~insolvency~~however, ~~fraudulent transfer~~that, ~~reorganization, moratorium, and similar laws~~ with respect to Securities of ~~general applicability relating~~ a series subject to ~~or affecting creditors rights and to general equity principles. If such form or terms have been so established~~a Periodic Offering, the Trustee shall ~~not~~ be ~~required~~ entitled to ~~authenticate~~ receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities if of such series (provided that such Opinion of Counsel covers all Securities of such series) and that the ~~issue~~ Opinion of Counsel above may state: (A) that the forms of such Securities have been, and the terms of such Securities (when established in accordance with such procedures as may be specified from time to time in a Company Order, all as contemplated by and in accordance with a Board Resolution or an Officers' Certificate or supplemental indenture pursuant to Section 2.3(a), as the case may be) will have been, duly authorized by the Company and established in conformity with the provisions of this ~~Indenture will affect~~ Indenture; and (B) that such Securities, together with the ~~Trustee’s own rights~~coupons, ~~duties~~if any, appertaining thereto, when (1) executed by the Company, (2) completed, authenticated and delivered by the Trustee or ~~immunities under~~ in the case of Bearer Securities and coupons, an authenticating agent located outside the United States, in accordance with this ~~Indenture or otherwise~~ Indenture, and (3) issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to customary exceptions. With respect to Securities of a ~~manner which is not reasonably acceptable~~ series subject to a Periodic Offering, the Trustee may conclusively rely, as to the ~~Trustee~~authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to Sections 2.1 and 2.3(a) and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series unless and until it has received written notification that such opinion or other documents have been superseded or revoked. In connection with the authentication and delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume, unless it has actual knowledge to the contrary, that the Company's instructions to authenticate and deliver such Securities do not violate any rules, regulations or orders of any governmental agency or commission having jurisdiction over the Company. Notwithstanding the provisions of Section ~~3.1~~ 2.3(a) and of the preceding ~~paragraph~~three paragraphs, if all Securities of a series are ~~not~~ subject to ~~be originally issued at one time~~a Periodic Offering, it shall not be necessary to deliver the ~~above specified documents~~ Officers' Certificate otherwise required pursuant to Section 2.3(a) at or prior to the time of authentication of each Security of such series if such ~~documents are~~ Officers' Certificate is delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication; and, unless otherwise specified as contemplated by Section 2.3(a), each Bearer Security (including a Bearer Security represented by a temporary global Security) shall be dated as of the date of original issuance of the first Security of such series to be issued. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. No Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this~~ hereunder. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By:____________________________________ ____________________________________ Authorized Officer Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~2.12 together with a written statement (which need not comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Mail Well Inc)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by its Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial ~~Officer~~ Officer, one of its Vice Presidents or ~~any Vice President, and may, but need not be under~~ its ~~corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary~~Treasurer. The signature of any of these officers ~~of the Securities~~ may be manual or facsimile. The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Debt Securities. If ~~so provided in or pursuant~~ all the Debt Securities of any one series are not to ~~the~~ be issued at one time and if a Board Resolution or supplemental indenture ~~establishing~~ relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities ~~of any series, the maturity date, original issue date,~~ such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any ~~other terms~~ Debt Security shall be represented by a permanent Global Note, then, for purposes of ~~any or all~~ this Section and Section 3.04, the notation of ~~the Securities~~ a beneficial owner’s interest therein upon original issuance of such ~~series may~~ Debt Security or upon exchange of a portion of a temporary Global Note shall be ~~determined by or pursuant~~ deemed to be delivery in connection with the original issuance of such ~~Company Order~~beneficial owner’s interest in such permanent Global Note. ~~In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the~~ The Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the authentication and delivery ~~to the Trustee~~ of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Debt Securities of such series, (i) the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture ~~referred to in Sections 2.1 and 3.1~~ or the Board Resolution by or pursuant to which the ~~forms~~ form and terms of ~~the~~ such Debt Securities ~~of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms~~ have been ~~established pursuant to Sections 2.1~~ approved and ~~3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and~~ (dii) an Opinion of ~~Counsel,~~ Counsel substantially to the effect that: (i1) all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the ~~form of the Securities~~ forms and terms of such ~~series has~~ Debt Securities have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii3) in the event that the forms or terms of ~~the~~ such Debt Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to~~ in a ~~Board Resolution~~supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized ~~and an Officers’ Certificate or a~~ by all necessary corporate action of the Company, such supplemental indenture ~~in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated~~ has been duly executed and delivered by the ~~Trustee~~ Company and, assuming due authorization, execution and ~~issued~~ delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities have been duly executed by the Company in and, assuming due authentication by the ~~manner~~ Trustee and ~~subject to any conditions specified in such Opinion of Counsel~~delivery by the Company, ~~will constitute~~ are valid and ~~legally~~ binding obligations of the Company, enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, ~~insolvency, fraudulent transfer, reorganization, moratorium,~~ insolvency and similar laws ~~of general applicability relating~~ affecting creditors’ rights generally and subject, as to ~~or affecting creditors rights and~~ enforceability, to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Debt Securities if the ~~issue~~ issuance of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Debt Securities and this Indenture ~~or otherwise~~ in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the ~~form~~ forms provided for ~~in this Indenture~~ herein duly executed by the Trustee or by ~~manual signature of~~ an ~~authorized signatory~~Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section ~~3.9~~3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Debt Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Senior Indenture (Magnum Hunter Resources Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, its President, a Vice Chairman of the Board, its Chief Financial Officer or ~~any~~ one of its Executive Vice ~~President,~~ Presidents and ~~may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested~~ by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The ~~signature~~ signatures of any or all of these officers of on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's Chairman of the Board, its President, a Vice Chairman of the Board, its Chief Financial Officer, one of its Executive Vice Presidents or the Treasurer. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee ~~shall~~ shall, upon receipt of the Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer 25 Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or ~~upon~~ such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities in registered or permanent bearer form, then the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such ~~recipients as may~~ series, authenticate and deliver one or more Global Securities in permanent or temporary form that (i) shall represent and shall be ~~specified from time~~ denominated in an aggregate amount equal to ~~time~~ the aggregate principal amount of the Outstanding Securities of such series to be represented by ~~a Company Order. If so provided~~ one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the ~~Board Resolution or supplemental indenture establishing~~ time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of ~~any series~~1934, ~~the maturity date, original issue date, interest rate~~as amended, and any other ~~terms of any~~ applicable statute or ~~all of the Securities of such series may be determined by or pursuant to such Company Order~~regulation. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~8.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel~~Counsel complying with Section 1.02 and stating that, ~~substantially to the effect that:~~ (i) the form of ~~the~~ such Securities ~~of such series~~ and coupons, if any, has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; ; (ii) the terms of ~~the~~ such Securities ~~of such series (~~and coupons, if any, or the manner of determining such ~~terms)~~ terms have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; ~~and~~ (iii) that such ~~Securities~~Securities and coupons, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer,~~ reorganization, ~~moratorium,~~ moratorium and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general ~~equity principles~~principles of equity; and (iv) such other matters as the Trustee may reasonably request. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue ~~of such Securities pursuant to this Indenture~~ thereof will adversely affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution or Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued. Each Security~~ issued and such documents reasonably contemplate the issuance of all Securities of such series; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall ~~be dated~~ constitute a representation and warranty by the Company that as of the date of ~~its authentication. No Security~~ such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be ~~entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears~~ true and correct as if made on such ~~Security a certificate of authentication substantially in the form provided for in this Indenture executed~~ date. A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company ~~shall deliver such Security~~ to the Trustee ~~for cancellation as provided~~ in ~~Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to~~ the ~~benefits of this Indenture.~~circumstances set forth in the preceding paragraph may provide that Securities 26

Appears in 1 contract

Samples: Indenture (First Chicago NBD Corp)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, its President, its Chief Financial ~~Officer~~ Officer, one of its Executive Vice Presidents, Senior Vice Presidents or ~~any~~ Vice ~~President~~Presidents, ~~and may~~its Controller or Corporate Controller, ~~but need not be under~~ one of its ~~corporate seal~~Assistant Controllers or Assistant Corporate Controllers, ~~which may be in facsimile form and may be imprinted~~ its Treasurer or ~~otherwise reproduced on the Securities and attested by~~ Corporate Treasurer, one of its Assistant Treasurers or Assistant Corporate Treasurers, its General Counsel, its Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. ~~The~~ If the Person whose signature ~~of any of these officers of~~ is on a Security no longer holds that office at the ~~Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any~~ time the ~~proper officers of~~ Security is authenticated and delivered, the ~~Company~~ Security shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities and such signatures may nevertheless be ~~imprinted or otherwise reproduced on the Securities.~~ valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities~~Securities and, ~~and~~ if required pursuant to Section 3.01 with respect to the Securities of such series, a supplemental indenture or Company Order setting forth the terms of the Securities of such series. The Trustee shall thereupon authenticate and deliver such Securities ~~to or upon a~~ without any further action by the Company. The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of such Securities is to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing~~ authenticated. (c) In authenticating the Securities of any ~~series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such~~ series ~~may be determined by or pursuant to such Company Order. In authenticating such Securities~~ and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to receive~~ receive, and (subject to Section ~~6.1~~11.02) shall be fully protected in relying upon, ~~unless~~ an Officer’s Certificate and ~~until~~ an Opinion of Counsel, each prepared in accordance with Section 16.01, stating that the conditions precedent, if any, provided for in the Indenture which relate to such ~~documents~~ authentication have been ~~superseded or revoked:~~complied with. (ad) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the The Trustee shall have the right to decline to authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with under this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities Section 3.03 if the issue of ~~such~~ the Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 17 (e) Each Security shall be dated the date of its authentication~~. No~~ , except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the authentication and delivery of the first Security of such series; (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be ~~entitled to any benefit under this Indenture~~ issued in whole or ~~be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially~~ in part in the form ~~provided~~ of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for ~~in this Indenture executed~~ such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee ~~by manual signature of an authorized signatory,~~ to such Depositary or pursuant to such Depositary’s instruction and ~~such certificate upon any Security~~ (iv) shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security bear a legend substantially to the ~~Trustee for cancellation~~ following effect (or to such other effect as may be required by such Depositary): “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in ~~Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of~~ this Indenture.

Appears in 1 contract

Samples: Indenture (KEMPER Corp)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, ~~Chief Financial Officer~~ one of its Vice Presidents or ~~any Vice President~~its Treasurer, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities~~ thereon and attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers ~~of the Securities~~ may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Debt Securities. If ~~so provided in or pursuant~~ all the Debt Securities of any one series are not to ~~the~~ be issued at one time and if a Board Resolution or supplemental indenture ~~establishing~~ relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities ~~of any series, the maturity date, original issue date,~~ such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any ~~other terms~~ Debt Security shall be represented by a permanent Global Note, then, for purposes of ~~any or all~~ this Section and Section 3.04, the notation of ~~the Securities~~ a beneficial owner's interest therein upon original issuance of such ~~series may~~ Debt Security or upon exchange of a portion of a temporary Global Note shall be ~~determined by or pursuant~~ deemed to be delivery in connection with the original issuance of such ~~Company Order~~beneficial owner's interest in such permanent Global Note. ~~In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the~~ The Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the authentication and delivery ~~to the Trustee~~ of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Debt Securities of such series, (i) the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture ~~referred to in Sections 2.1 and 3.1~~ or the Board Resolution by or pursuant to which the ~~forms~~ form and terms of ~~the~~ such Debt Securities ~~of such series were established;~~ have been approved, (cii) an ~~Officers’~~ Officer's Certificate ~~setting forth the form or forms~~ and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (diii) an Opinion of ~~Counsel,~~ Counsel substantially to the effect that: (i1) all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the ~~form of the Securities~~ forms and terms of such ~~series has~~ Debt Securities have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii3) in the event that the forms or terms of ~~the~~ such Debt Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to~~ in a ~~Board Resolution~~supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized ~~and an Officers’ Certificate or a~~ by all necessary corporate action of the Company, such supplemental indenture ~~in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated~~ has been duly executed and delivered by the Company and, assuming the supplemental indenture is the valid and binding obligation of the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; (4) the execution and ~~issued~~ delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities have been duly executed by the Company in and, assuming due authentication by the ~~manner~~ Trustee and ~~subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of~~ delivery by the Company, are valid and binding obligations enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, ~~insolvency, fraudulent transfer, reorganization, moratorium,~~ insolvency and similar laws ~~of general applicability relating~~ affecting creditors' rights generally and subject, as to ~~or affecting creditors rights and~~ enforceability, to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Debt Securities if the ~~issue~~ issuance of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Debt Securities and this Indenture ~~or otherwise~~ in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the ~~form~~ forms provided for ~~in this Indenture~~ herein duly executed by the Trustee or by ~~manual signature of~~ an ~~authorized signatory~~Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered ~~under~~ hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section ~~3.9~~3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Debt Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Debt Indenture (Aramark Services Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its Chief Executive Officer~~an Officer of the Company. The Coupons, ~~President~~if any, ~~Chief Financial~~ shall be executed on behalf of the Company by an Officer ~~or any Vice President~~of the Company, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ attested by its ~~Corporate~~ Secretary or any Assistant ~~Secretary~~Secretary or its Treasurer or one of its Assistant Treasurers. The signature of any of these officers on the Securities (and Coupons, if any) may be manual or facsimile. The Guarantee(s) shall be executed on behalf of Guarantor by an Officer of the ~~Securities~~ Guarantor. The signature of any such Officer on the Guarantee may be manual or facsimile. Securities (and Coupons, if any) and Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers of ~~the Company~~ NAI or News Corporation shall bind ~~the Company~~NAI and such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) or did not hold such offices at the date of such Securities (and ~~such signatures may be imprinted or otherwise reproduced on the Securities~~Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Section 2.01 and 3.01, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~an Opinion of Counsel stating that, (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established ~~for such series,~~ pursuant to a ~~Company Order, and (iii) if so provided in or pursuant to the~~ Board Resolution ~~or supplemental indenture establishing the Securities of such series~~as permitted by Section 2.01Section 2.01, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of ~~the Securities of~~ such ~~series has~~ Securities, Guarantees and Coupons, if any, have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) ~~the terms of the Securities of such series (or the manner of determining such terms) have been~~ if established ~~by or~~ pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized~~ the terms of such Securities, Guarantees and ~~an Officers’ Certificate or a supplemental indenture~~ Coupons, if any, have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~c) ~~that~~ such Securities, and the Guarantees endorsed thereon together with Coupons, if any, appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company and the Guarantor, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the ~~Company~~Company and the Guarantor, respectively, enforceable in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general equity principles. If The Trustee shall have the right to decline to authenticate and deliver such ~~form~~ Securities if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or ~~terms have been so established~~if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee shall not be required to authenticate Securities denominated in a coin or currency (or unit including a coin or currency) other than that of the United States of America if the Trustee reasonably determines that such Securities if impose duties or obligations on the ~~issue~~ Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon a Company Request, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such ~~Securities~~ Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to ~~this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee~~Section 8.01. ~~Notwithstanding the provisions of Section 3.1 and~~ If all of the ~~preceding paragraph, if all~~ Securities of a series are not to be originally issued at ~~one~~ the same time, ~~it shall not~~ then the documents required to be ~~necessary~~ delivered pursuant to ~~deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are~~ this Section 3.03 must be delivered ~~at or~~ only once, prior to the authentication ~~upon original issuance~~ and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Opinion of Counsel delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section 3.03 and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (1) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be ~~issued~~represented by such global Security or Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Book-Entry Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary" or to such other effect as the Depositary and the Trustee may agree. Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing their respective duties and rights with regard to Book-Entry Securities. Each Security shall be dated the date of its authentication, except that each Bearer Security, including any Bearer Security in global form, shall be dated as of the date specified as contemplated by Section 3.01. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an one of its authorized ~~signatory~~signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. Except as permitted by Section 3.06 or 3.07, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons for interest then matured have been detached and cancelled.

Appears in 1 contract

Samples: Indenture (News Corp)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by one of its ~~Chief Executive Officer~~Chairman, President, ~~Chief Financial Officer or~~ any Vice President, ~~and may, but need not be under~~ its ~~corporate seal, which may be in facsimile form and may be imprinted~~ Treasurer or ~~otherwise reproduced on~~ an Assistant Treasurer of the ~~Securities~~ Company and attested by ~~its Corporate~~ the Secretary or ~~any~~ an Assistant ~~Secretary~~Secretary of the Company. The signature of any of these officers of on the Securities may be manual or facsimile. . (b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ or preceded by one or more Company Orders for the authentication and delivery of such Securities, and the Trustee in accordance with any such Company Order shall authenticate and deliver such Securities. The Securities shall be issued in series. Such Company Order shall specify the following with respect to each series of Securities: (i) any limitations on the aggregate principal amount of the Securities to be issued as part of such series, (ii) the Original Issue Date or ~~upon a Company Order~~ Dates for such series, (iii) the stated maturity of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such ~~recipients as~~ redemption (including any premium), (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be ~~specified from time to time by a Company Order. If so provided~~ repaid, in whole or ~~pursuant to~~ in part, at the ~~Board Resolution~~ option of the Holder thereof, (vii) whether or ~~supplemental indenture establishing~~ not the Securities of ~~any~~ such series shall be issued in whole or in part in the form of a Global Security and, if so, the Depository for such Global Security, (viii) the designation of such series, (ix) if the ~~maturity date, original issue date, interest rate, and any other terms of any or all~~ form of the Securities of such series ~~may be determined by~~ is not as described in EXHIBIT A OR EXHIBIT B hereto, the form of the Securities of such series, (x) the maximum annual interest rate, if any, of the Securities permitted for such series, (xi) any other information necessary to complete the Securities of such series, (xii) the establishment of any office or agency pursuant to Section 5.2 hereof, and (xiii) any other terms of such ~~Company Order~~series not inconsistent with this Indenture. In Prior to authenticating ~~such~~ Securities of any series, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to~~ receive from the Company the following at or before the issuance of the initial Security of such series of Securities, and (subject to Section ~~6.1~~8.1 hereof) shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked~~: (a1) A Board Resolution authorizing such Company Order or Orders and, if the form of Securities is established by a Board Resolution or a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a ~~Company Order~~Board Resolution, ~~and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities~~ a copy of such ~~series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order~~Board Resolution; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d2) an Opinion of ~~Counsel,~~ Counsel stating substantially the following subject to ~~the effect that~~customary qualifications and exceptions: (iA) if the form of ~~the~~ Securities ~~of such series~~ has ~~been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have~~ been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.1 hereof, that such form has been established in conformity with this Indenture; (B) that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; (C) that the Indenture is qualified to the extent necessary under the TIA; (D) that such Securities have been duly authorized and ~~an Officers’ Certificate or a supplemental indenture in accordance with~~ executed by the ~~provisions of this Indenture; and (iii) that such Securities~~Company, and when authenticated ~~and delivered~~ by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, ~~subject~~ except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, ~~fraudulent transfer,~~ reorganization, ~~moratorium, and~~ moratorium or similar laws of general ~~applicability~~ application relating to or affecting the enforcement of creditors ~~rights~~ and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture; (E) that the issuance of the Securities will not result in any default under this Indenture, or any other contract, indenture, loan agreement or other instrument to ~~general equity principles. If~~ which the Company is a party or by which it or any of its property is bound; and (F) that all consents or approvals of the Minnesota Public Utilities Commission (or any successor agency) and of any other federal or state regulatory agency required in connection with the Company's execution and delivery of this Indenture and such ~~form or terms~~ series of Securities have been ~~so established~~obtained and not withdrawn (except that no statement need be made with respect to state securities laws). (3) an Officer's Certificate stating that (i) the Company is not, and upon the authentication by the Trustee ~~shall~~ of the series of Securities, will not be ~~required~~ in default under any of the terms or covenants contained in the Indenture, and (ii) all conditions that must be met by the Company to issue Securities under this Indenture have been met. (d) The Trustee shall have the right to decline to authenticate ~~such Securities~~ and deliver any Security: (1) if the ~~issue~~ issuance of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner ~~which~~ that is not reasonably acceptable to the Trustee~~. Notwithstanding~~ ; (2) if the ~~provisions~~ Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (3) if the Trustee in good faith by its Board of ~~Section 3.1 and~~ Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the ~~preceding paragraph, if all Securities~~ Trustee to personal liability to Holders of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. any outstanding Securities. (e) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by the manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. (f) If all Securities of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolutions, Officers' Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 14.5 hereof) described in Section 2.5(c) hereof at or prior to the authentication of each Security of such series, if such items are delivered at or prior to the time of authentication of the first Security of such series to be authenticated and issued. If all of the Securities of a series are not authenticated and issued at one time, for each issuance of Securities after the initial issuance of Securities, the Company shall be required only to deliver to the Trustee the Security and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Security and to deliver such Security in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers' Certificate delivered to the Trustee prior to the authentication and issuance of the first Security of such series are true and correct on the date thereof as if made on and as of the date thereof.

Appears in 1 contract

Samples: Indenture (Northern States Power Co /Mn/)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, its President, a Vice Chairman of the Board, its Chief Financial Officer or ~~any~~ one of its Executive Vice ~~President,~~ Presidents and ~~may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested~~ by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The ~~signature~~ signatures of any or all of these officers of on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's Chairman of the Board, its President, a Vice Chairman of the Board, its Chief Financial Officer, one of its Executive Vice Presidents or the Treasurer. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee ~~shall~~ shall, upon receipt of the Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or ~~upon~~ such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities in registered or permanent bearer form, then the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such ~~recipients as may~~ series, authenticate and deliver one or more Global Securities in permanent or temporary form that (i) shall represent and shall be ~~specified from time~~ denominated in an aggregate amount equal to ~~time~~ the aggregate principal amount of the Outstanding Securities of such series to be represented by ~~a Company Order. If so provided~~ one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the ~~Board Resolution or supplemental indenture establishing~~ time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of ~~any series~~1934, ~~the maturity date, original issue date, interest rate~~as amended, and any other ~~terms of any~~ applicable statute or ~~all of the Securities of such series may be determined by or pursuant to such Company Order~~regulation. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~8.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel~~Counsel complying with Section 1.02 and stating that, ~~substantially to the effect that:~~ 17 (i) the form of ~~the~~ such Securities ~~of such series~~ and coupons, if any, has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; ; (ii) the terms of ~~the~~ such Securities ~~of such series (~~and coupons, if any, or the manner of determining such ~~terms)~~ terms have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture; ~~and~~ (iii) that such ~~Securities~~Securities and coupons, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, ~~fraudulent transfer,~~ reorganization, ~~moratorium,~~ moratorium and ~~similar~~ other laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general ~~equity principles~~principles of equity; and (iv) such other matters as the Trustee may reasonably request. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Securities if the issue ~~of such Securities pursuant to this Indenture~~ thereof will adversely affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section ~~3.1~~ 3.01 and of ~~the preceding paragraph~~this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the ~~above specified documents~~ Board Resolution or Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be ~~issued~~issued and such documents reasonably contemplate the issuance of all Securities of such series; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be true and correct as if made on such date. A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic, electronic or written order of Persons designated in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution and that such Persons are authorized to determine, consistent with such Company Order, Officers' Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution. Each Registered Security shall be dated the date of its authentication; and unless otherwise specified as contemplated by Section 3.01, each Bearer Security and any temporary Global Security referred to in Section 3.04 shall be dated as of the date of original issuance of such Security. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any ~~purpose~~ purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture~~hereunder. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9, for all purposes~~ 3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of ~~this Indenture,~~ Counsel) stating that such ~~Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.~~18

Appears in 1 contract

Samples: Indenture (First Chicago NBD Capital Iv)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Company, in each case by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, ~~President~~its President or one of its Senior Vice Presidents or one of its Vice Presidents, ~~Chief Financial Officer or any Vice President, and may, but need not be~~ under an impression of its corporate ~~seal, which may be in~~ seal or a facsimile ~~form and may be imprinted or otherwise~~ of its corporate seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Treasurer or one of its Assistant Treasurers or Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. ~~The~~ Any such signature ~~of any of these officers of the Securities~~ may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of an individual or individuals who were at any time the proper officer or officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee or to its order for ~~authentication~~authentication (or to the Paying Agent), together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee or an Authenticating Agent in accordance with such Issuer Order shall authenticate and ~~deliver~~ make available for delivery such Securities ~~to or upon a Company~~ as in this Indenture provided and not otherwise. In connection with any Issuer Order for authentication, an Officers' Certificate and ~~to such recipients as may be specified from time to time by a Company Order. If so provided in or~~ Opinion of Counsel pursuant to Section 1.02 shall be required. Each Security shall be dated the ~~Board Resolution or supplemental indenture establishing the Securities~~ date of ~~any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order~~its authentication. In authenticating ~~such~~ the Securities and in accepting the additional responsibilities under ~~this~~ the Indenture in relation to such Securities, the Trustee shall be entitled to receive and ~~(subject to Section 6.1)~~ shall be fully protected in relying upon~~, unless and until such documents have been superseded or revoked~~: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee A copy of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided Board Resolution or Resolutions in or pursuant to which the ~~Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate,~~ terms and ~~any other terms of any or all~~ form of the Securities were established, and if the terms and form of such ~~series may be determined~~ Securities are established by ~~a Company Order~~an Officers' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate; (b) ~~any Board Resolution, Officers’ Certificate and/or~~ an executed supplemental ~~indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established;~~indenture, if any; and (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect~~ Counsel stating that: (i) the form ~~of the Securities~~ or forms of such ~~series has~~ Securities have been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii) the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (iii) ~~that~~ such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors~~ the enforcement of creditors' rights and to general ~~equity principles. If~~ equitable principles and to such ~~form or terms~~ other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; (iv) all laws and requirements in respect of the execution and delivery by the Company of such Securities and of the supplemental indenture, if any, have been ~~so established~~complied with and that authentication and delivery of such Securities and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; (v) the Company has the corporate power to issue such Securities, and have duly taken all necessary corporate action with respect to such issuance; and (vi) the issuance of such Securities will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company are bound known to such Counsel, which violation would have a material adverse effect on the Company. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be hereunder is entitled to the benefits of this Indenture. Any Global Security shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Securities in accordance with this Indenture. Payment of principal, Redemption Price, Fundamental Change Redemption Price and interest, if any, in respect of any Global Security shall be made to the Holder of such Global Security.

Appears in 1 contract

Samples: Indenture (Ventro Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be ~~executed~~ signed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, its President, ~~Chief Financial Officer~~ one of its Executive Vice Presidents or ~~any~~ one of its Vice ~~President~~Presidents and its Treasurer or one of its Assistant Treasurers, ~~and may~~its Secretary or one of its Assistant Secretaries, ~~but need not be~~ under its corporate ~~seal, which~~ seal reproduced thereon. Such signatures upon the Securities may be in the manual or facsimile ~~form~~ signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at ~~any~~ the time they signed such Securities the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in or pursuant~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities ~~of any series, the maturity date, original issue date, interest rate,~~ and ~~any other~~ determining terms of ~~any or all of the~~ particular Securities of such series ~~may be determined by or pursuant to~~ such ~~Company Order~~as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to TIA Section ~~6.1~~315) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth that the form or forms and ~~the~~ terms of ~~the~~ such Securities ~~of such series, stating that such form or forms and terms~~ have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (iib) that all conditions precedent to the ~~terms of the Securities~~ authentication and delivery of such ~~series (or the manner of determining such terms)~~ Securities have been ~~established by or pursuant to a Board Resolution, duly authorized~~ complied with and ~~an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii)~~ that such Securities, when completed by appropriate insertions and executed by the Company and delivered to the Trustee for 33 authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, ~~fraudulent transfer, reorganization, moratorium,~~ reorganization and other similar laws of general applicability relating to or affecting ~~creditors rights~~ the enforcement of creditors' rights, to general equitable principles and to ~~general equity principles. If~~ such ~~form or terms have been so established,~~ other qualifications as such counsel shall conclude do not materially affect the ~~Trustee shall not be required to authenticate~~ rights of Holders of such ~~Securities if~~ Securities; and (c) that all laws and requirements in respect of the ~~issue~~ execution and delivery by the Company of such Securities ~~pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under~~ have been complied with. If not all the Securities ~~and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions~~ of ~~Section 3.1 and of the preceding paragraph, if all Securities of a~~ any series are ~~not~~ to be ~~originally~~ issued at one time, it shall not be necessary to deliver ~~the above specified documents~~ an Opinion of Counsel at ~~or prior to~~ the time of ~~authentication~~ issuance of each ~~Security of~~ Security, but such ~~series if such documents are~~ opinion with appropriate modifications shall be delivered at or ~~prior to~~ before the ~~authentication upon original~~ time of issuance of the first Security of such ~~series~~ series. The Trustee shall not be required to authenticate and deliver any such Securities if the Trustee, being advised by counsel, determines that such action (i) may not lawfully be ~~issued~~taken or (ii) would expose the Trustee to personal liability to existing Holders of Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein, executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Ford Motor Co Capital Trust I)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of ~~the Company~~ each Issuer by ~~its Chief Executive Officer~~any of such Issuer’s chairman, ~~President~~president, ~~Chief Financial Officer~~ any managing director or any Vice President, the chief executive officer or the chief financial officer under such Issuer’s corporate seal reproduced thereon and ~~may, but need not be under~~ attested by its ~~corporate seal, which~~ secretary or any assistant secretary. The signature of any of these officers on the Securities may be in manual or facsimile ~~form~~ signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile~~Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of ~~the Company~~ an Issuer shall bind ~~the Company~~such Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuers may deliver Securities ~~of any series~~ executed by the ~~Company~~ Issuers to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual signature of an authorized ~~signatory~~officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture. In case an Issuer, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

Appears in 1 contract

Samples: Restructuring Agreement (Upc Polska Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its Chief Executive Officer, President, Chief Financial~~ at least one Officer or of the Company and any ~~Vice President, and may, but need not~~ Guarantee to be ~~under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced~~ endorsed on the Securities ~~and attested~~ of a particular series shall be executed on behalf of the Guarantor by ~~its Corporate Secretary or any Assistant Secretary~~at least one Officer of the Guarantor. The signature of any of these ~~officers of~~ Officers on the Securities may be manual or facsimile. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ Officers of the Company or the Guarantor shall bind the ~~Company~~Company and the Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, endorsed with any Guarantees of the Securities of such series, to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities~~Securities and an Officer’s Certificate delivered in accordance with Section 102, and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities to~~ Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a ~~Company Order and~~ portion of a temporary Global Security shall be deemed to be delivered in connection with the original issuance of such ~~recipients as may be specified from time to time by a Company Order~~beneficial owner’s interest in such permanent Global Security. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the~~ Counsel stating in effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.,

Appears in 1 contract

Samples: Senior Debt Securities Indenture (Fiat Chrysler Finance Us Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ~~Chief Executive Officer~~Chairman of the Board, its President, ~~Chief Financial Officer~~ or ~~any~~ one of its Vice ~~President~~Presidents, ~~and may, but need not be~~ under its corporate ~~seal, which may be in facsimile form and may be imprinted or otherwise~~ seal reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided~~ the form or terms of the Securities of the series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.01 and 3.01, ~~the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In~~ in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating that: (a1) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered all instruments furnished by the Company to the Trustee ~~at any time prior~~ in connection with the authentication and delivery of such Securities conform to the ~~delivery to~~ requirements of this Indenture and constitute sufficient authority hereunder for the Trustee ~~of the Securities of such series for authentication and delivery, (ii) the Trustee shall~~ to authenticate and deliver ~~the Securities of~~ such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company OrderSecurities; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i2) the form of ~~the~~ such Securities ~~of such series~~ has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (ii3) the terms of ~~the~~ such Securities ~~of such series (or the manner of determining such terms)~~ have been established ~~by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture~~ in ~~accordance~~ conformity with the provisions of this Indenture~~; and~~; (~~iii~~4) in the event that the form or terms of such ~~Securities~~Securities have been established in a supplemental indenture, ~~when authenticated~~ the execution and delivery of such supple- mental indenture have been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the ~~Trustee~~ Company and, assuming due authorization, execution and ~~issued~~ delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (5) the execution and delivery of such Securities have been duly authorized by all necessary corporate action of the Company and such Securities have been duly executed by the Company in and, assuming due authentication by the ~~manner~~ Trustee and ~~subject to any conditions specified in such Opinion of Counsel~~delivery by the Company, ~~will constitute~~ are the valid and ~~legally~~ binding obligations of the ~~Company,~~ Company enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, ~~insolvency, fraudulent transfer, reorganization, moratorium,~~ insolvency and similar laws ~~of general applicability relating~~ affecting creditors' rights generally and subject, as to ~~or affecting creditors rights and~~ enforceability, to general principles of equity ~~principles~~(regardless of whether enforcement is sought in a proceeding in equity or at law); and (6) the amount of Outstanding Securities of such series, together with the amount of such Securities, does not exceed any limit established under the terms of this Indenture on the amount of Securities of such series that may be authenticated and delivered. ~~If such form or terms have been so established~~In the event that all Securities of a series are not issued at the same time, the Trustee shall authenticate and deliver the Securities of such series executed and delivered by the Company for original issuance upon receipt of an order of the Company (which need not comply with Section 1.02 hereof), signed by an officer or employee of the Company identified to the Trustee in an Officers' Certificate, if the Trustee has previously received the Company Order and Opinion of Counsel referred to in the third paragraph of this Section 3.03 with respect to the issuance of any Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Tribune Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~its Chief Executive Officer, President, Chief Financial Officer~~ any member of the Management Board (or any ~~Vice President,~~ other officer of the Company designated in writing by or pursuant to authority of the Management Board and ~~may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on~~ delivered to the ~~Securities and attested by its Corporate Secretary or any Assistant Secretary~~Trustee from time to time). The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Subordinated Guarantee shall bind the Guarantor with respect to such Securities notwithstanding that the individuals who were at the time of the execution of the Subordinated Guarantee proper officers of the Guarantor and whose manual or facsimile signatures are borne thereon have ceased to hold such ~~signatures may be imprinted~~ offices prior to the authentication and delivery of such Securities or ~~otherwise reproduced on~~ did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (having attached thereto the text of the Subordinated Guarantee) to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate by its manual signature and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ or the Subordinated Guarantee, the text of which is attached thereto, have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of ~~Counsel, substantially to the effect that~~Counsel stating: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Subordinated Debt Indenture (Allianz Finance III B.V.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or ~~any~~ one of its Vice ~~President~~Presidents, ~~and may, but need not be~~ under its corporate ~~seal, which may be in~~ seal or a facsimile ~~form and may be imprinted or otherwise~~ thereof reproduced ~~on the Securities and~~ thereon attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of ~~such~~ those Securities, ; and the Trustee in accordance with such Company Order shall either at one time or from time to time pursuant to such instructions as may be described therein authenticate and deliver such Securities ~~to or upon a~~ as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such ~~recipients as may be specified from time to time by a Company Order~~Securities contained in this Indenture have been complied with. If ~~so provided~~ the form or terms of the Securities of any series have been established in or pursuant to ~~the~~ one or more Board ~~Resolution or supplemental indenture establishing the Securities of any series~~Resolutions as permitted by Sections 2.01 and 3.01, ~~the maturity date~~in authenticating those Securities, ~~original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company Order. In authenticating such Securities~~ and accepting the additional responsibilities under this Indenture in relation to ~~such~~ those Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying ~~upon~~on, ~~unless and until such documents have been superseded or revoked~~an Opinion of Counsel stating: (a) ~~a Company Order directing such authentication and setting forth delivery instructions~~ if the form of those Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount has been established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to ~~which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series~~Board Resolution as permitted by Section 2.01, ~~stating~~ that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been ~~duly authorized and~~ established in conformity with the provisions of this Indenture; (iib) if the terms of ~~the~~ those Securities ~~of such series (or the manner of determining such terms)~~ have been established by or pursuant to a Board ~~Resolution~~Resolution as permitted by Section 3.01, ~~duly authorized and an Officers’ Certificate or a supplemental indenture~~ that such terms have been established in ~~accordance~~ conformity with the provisions of this Indenture; and (~~iii~~c) that ~~such~~ those Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and ~~legally~~ binding obligations of the Company, enforceable in accordance with their terms, except as such enforcement is subject to the effect of (i) bankruptcy, insolvency, fraudulent ~~transfer~~conveyance, ~~reorganization, moratorium, and similar~~ reorganization or other laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditors' rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and ~~to general equity principles~~(iii) any implied covenants of good faith or fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein duly executed by the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate ~~upon~~ on any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this~~ hereunder and is entitled to the benefits of the Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this ~~Indenture,~~ Indenture such Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an Authenticating Agent pursuant to the terms of Section 6.14.

Appears in 1 contract

Samples: Indenture (American Residential Services Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its principal financial officer, its Chief Executive Officer, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer~~ its Treasurer or ~~any Vice President~~its Assistant Treasurer, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed as provided in Section 1502 to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked: (a)~~ a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities copy of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, ~~Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which~~ the ~~forms and terms of the Securities of such series were established; (c) an~~ Officers’ Certificate setting forth the ~~form or forms and the~~ terms of the ~~Securities of such series, stating that such form or forms~~ series and ~~terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d)~~ an Opinion of Counsel, ~~substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity~~ with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.Counsel stating,

Appears in 1 contract

Samples: Indenture (Precision Computer Systems Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, its principal financial officer, its Chief Executive Officer, ~~President~~its President or one of its Vice Presidents, ~~Chief Financial Officer~~ its Treasurer or ~~any Vice President~~its Assistant Treasurer, ~~and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and~~ attested by its ~~Corporate~~ Secretary or ~~any~~ one of its Assistant ~~Secretary~~Secretaries. The signature of any of these officers of on the Securities may be manual or facsimile. The Guarantee endorsed on any Securities shall be executed on behalf of the Guarantor by its Chairman of the Board of Directors, its principal financial officer, its Chief Executive Officer, its President or one of its Vice Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantee may be manual or facsimile. Securities or the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantors, as applicable, shall bind the ~~Company~~Company or the Guarantors, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities and such signatures may be imprinted or otherwise reproduced on the~~ Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed as provided in Section 1502 to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such ~~Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order~~Securities. If ~~so provided in~~ the form or ~~pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other~~ terms ~~of any or all~~ of the Securities of ~~such~~ the series ~~may be determined~~ have been established by or pursuant to ~~such Company Order. In~~ one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such ~~Securities~~ Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~601) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked: (a)~~ a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities copy of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, ~~Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which~~ the ~~forms and terms of the Securities of such series were established; (c) an~~ Officers’ Certificate setting forth the ~~form or forms and the~~ terms of the ~~Securities of such series, stating that such form or forms~~ series and ~~terms have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d)~~ an Opinion of Counsel, ~~substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity~~ with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be entitled to the benefits of this Indenture.Counsel stating,

Appears in 1 contract

Samples: Indenture (Priorityhealthcare.com, Inc.)

Execution, Authentication, Delivery and Dating. The Senior Debt Securities shall be executed on behalf of the Company by ~~its Chief~~ any Executive Officer, President, Chief Financial Officer or any Vice President, and may, but need not be under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any ~~of these officers of~~ Executive Officer on the Senior Debt Securities may be manual or facsimile. Senior Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such ~~Securities or did not hold such offices at the date of such Securities and such signatures may be imprinted or otherwise reproduced on the~~ Senior Debt Securities. At any time and from time to time after the execution and delivery of this Senior Debt Securities Indenture, the Company may deliver Senior Debt Securities of any series executed by the Company having endorsed thereon Guarantees by the Guarantor to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such Senior Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities to or upon a Company Order and to such recipients as may be specified from time to time by a Company Order. If so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of any series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by or pursuant to such Company OrderSenior Debt Securities. In authenticating such Senior Debt Securities and accepting the additional responsibilities under this Senior Debt Securities Indenture in relation to such ~~Securities,~~ Senior Debt Securities the Trustee shall be entitled to ~~receive~~ receive, and (subject to Section ~~6.1~~6.01) shall be fully protected in relying upon, ~~unless and until such documents have been superseded or revoked:~~ an Opinion of Counsel stating that (a) ~~a Company Order directing such authentication and setting forth delivery instructions if~~ the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the Trustee shall authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms form and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms thereof have been established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this ~~Indenture;~~ Senior Debt Securities Indenture and (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iiib) that such Senior Debt Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and ~~legally~~ binding obligations of the ~~Company,~~ Company and the Guarantor enforceable in accordance with their terms, ~~subject to~~ except as the enforceability thereof may be limited by bankruptcy, insolvency, ~~fraudulent transfer,~~ reorganization, ~~moratorium, and similar~~ moratorium or other laws ~~of general applicability~~ relating to or affecting ~~creditors~~ creditor's rights and to by general ~~equity principles~~principles of equity. ~~If such form or terms have been so established, the~~ The Trustee shall not be required to authenticate such Senior Debt Securities if the issue of such Senior Debt Securities pursuant to this Senior Debt Securities Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Senior Debt Securities and this Senior Debt Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each registered Senior Debt Security shall be dated the date of its authentication. No Senior Debt Security appertaining thereto shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for any purpose unless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for ~~in this Indenture~~ herein executed by or on behalf of the Trustee by manual ~~signature of an authorized signatory~~signature, and such certificate upon any Senior Debt Security shall be conclusive evidence, and the only evidence, that such Senior Debt Security has been duly authenticated and delivered ~~under~~ hereunder and that such Senior Debt Security is entitled to the benefits of this Senior Debt Securities Indenture. Notwithstanding the foregoing, if any Senior Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Debt Security to the Trustee for cancellation as provided in Section ~~3.9~~3.09, for all purposes of this Senior Debt Securities Indenture, such Senior Debt Security shall be deemed never to have been authenticated and delivered ~~under this Indenture~~ hereunder and shall never be entitled to the ~~benefits~~ benefit of this Senior Debt Securities Indenture.

Appears in 1 contract

Samples: Indenture (Royal Bank of Scotland Group PLC)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Company by ~~its Chief Executive Officer, President, Chief Financial Officer or~~ any ~~Vice President, and may, but need not be under its corporate seal, which~~ of the Authorized Officers. Such signatures may be in facsimile form and may be imprinted or otherwise reproduced on the Securities and attested by its Corporate Secretary or any Assistant Secretary. The signature of any of these officers of the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of ~~individuals who were~~ the present or any future such officer. If the Person whose signature is on a Security no longer holds that office at ~~any~~ the time the ~~proper officers of~~ Security is authenticated and delivered, the ~~Company~~ Security shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities and such signatures may nevertheless be ~~imprinted or otherwise reproduced on the Securities.~~ valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with ~~the documents referred to below in this Section 3.3,~~ a Company Order for the authentication and delivery of such ~~Securities~~Securities and, ~~and~~ if required pursuant to Section 3.01, a supplemental indenture or Company Order setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate and deliver such Securities ~~to or upon a~~ without any further action by the Company. The Company Order shall specify the principal amount of Securities to be authenticated and the date on which the original issue of Securities is to ~~such recipients as may~~ be ~~specified from time to time by a Company Order. If so provided in or pursuant to~~ authenticated. (c) In authenticating the ~~Board Resolution or supplemental indenture establishing the~~ first Securities of any ~~series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such~~ series ~~may be determined by or pursuant to such Company Order. In authenticating such Securities~~ and accepting the additional responsibilities under this Indenture in relation to such ~~Securities,~~ Securities the Trustee shall ~~be entitled to receive~~ receive, and (subject to Section ~~6.1~~11.02) shall be fully protected in relying ~~upon~~upon an Officer’s Certificate and an Opinion of Counsel, ~~unless and until such documents~~ each prepared in accordance with Section 16.01 stating that the conditions precedent, if any, provided for in the Indenture have been ~~superseded or revoked:~~complied with. (ad) a Company Order directing such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee at any time prior to the delivery to the Trustee of the Securities of such series for authentication and delivery, (ii) the The Trustee shall have the right to decline to authenticate and deliver the Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order, and (iii) if so provided in or pursuant to the Board Resolution or supplemental indenture establishing the Securities of such series, the maturity date, original issue date, interest rate, and any other terms of any or all of the Securities of such series may be determined by a Company Order; (b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and terms of the Securities of such series were established; (c) an Officers’ Certificate setting forth the form or forms and the terms of the Securities of such series, stating that such form or forms and terms have been established pursuant to Sections 2.1 and 3.1 and comply with under this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, substantially to the effect that: (i) the form of the Securities of such series has been duly authorized and established in conformity with the provisions of this Indenture; (ii) the terms of the Securities of such series (or the manner of determining such terms) have been established by or pursuant to a Board Resolution, duly authorized and an Officers’ Certificate or a supplemental indenture in accordance with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities Section 3.03 if the issue of ~~such~~ the Securities pursuant to this Indenture will affect the Trustee’s own rights, ~~duties,~~ duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the above specified documents at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. otherwise. (e) Each Security shall be dated the date of its authentication. (f) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (g) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (h) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. (i) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the ~~form~~ forms provided for ~~in this Indenture~~ herein duly executed by the Trustee or by an Authenticating Agent by manual signature of an authorized ~~signatory~~signatory of the Trustee, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered ~~under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated~~ hereunder and delivered but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered under this Indenture and shall never be is entitled to the benefits of this Indenture.

Appears in 1 contract

Samples: Indenture (Pall Corp)

Common use of Execution, Authentication, Delivery and Dating Clause in Contracts