Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. (1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend. (2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend. (3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4). (4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes. (1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or (2) after any Note bearing the Restricted Legend is
Appears in 5 contracts
Samples: Indenture (Sandridge Energy Inc), Indenture (Sandridge Energy Inc), Indenture (Sandridge Energy Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication related thereto will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple integral multiples of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), 2.10(b)(iii) or (b)(5c), or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provisionrule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 5 contracts
Samples: Indenture (Ipalco Enterprises, Inc.), Indenture (Ipalco Enterprises, Inc.), Indenture (Ipalco Enterprises, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof; provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by a DTC participant in denominations of less than $2,000.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, and any Initial Notes sold to an Affiliate of the Company shall be issued, in the form of one or more Certificated Notes.
(6) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global NotesNote.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Additional Note is sold pursuant to an effective registration statement under the Securities Act, the Company shall instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 3 contracts
Samples: Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC)
Form, Dating and Denominations; Legends. (a) The Series A Notes and the related Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The Series B Notes and the related Trustee’s certificate of authentication will be substantially in the form attached as Exhibit B. The terms and provisions contained in the forms of the Notes annexed as Exhibit Exhibits A and B constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 1.00 in principal amount and any multiple of $1,000 1.00 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section Sections 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Series B Note or Initial Additional and each Private Exchange Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Series B Note, will bear the DTC Legend.
(3) Initial Series B Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S or Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Series B Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that an Initial Series B Note or a Private Exchange Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after any an Initial Series B Note bearing the Restricted Legend or a Private Exchange Note is
Appears in 3 contracts
Samples: Indenture (Foster Wheeler Inc), Indenture (Foster Wheeler LTD), Indenture (Foster Wheeler Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.10(b)(iii), (b)(5b)(v), or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Regulation S Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note will bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is
(A) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or
(B) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(c) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 3 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.17(b)(iii), (b)(5), or (cSection 2.17(b)(v) or Section 2.09(b)(42.17(c) or Section 2.16(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.18(a).
(4v) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in the Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 3 contracts
Samples: Indenture (Spansion Inc.), Indenture (Spansion Inc.), Indenture (Spansion Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, law or rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Original Note or an Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(16) Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 3 contracts
Samples: Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is Issuers are subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(55), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the written request of the Issuers to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Accredited Investors will be in the form of an AI Global Note or, upon the written request of the Issuers to the Trustee, in the form of Certificated Notes.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines Issuers determine (upon the advice of counsel and such other certifications and evidence as the Company Issuers may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 2 contracts
Samples: Indenture (DT Credit Company, LLC), Indenture (DT Acceptance Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication related thereto will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), 2.10(b)(iii) or (b)(5c), or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provisionrule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Ipalco Enterprises, Inc.), Indenture (Ipalco Enterprises, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Regulation S Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Regulation S Global Note will bear the Temporary Regulation S Global Note Legend.
(4) Initial Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (E Trade Financial Corp), Indenture (E Trade Financial Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 200,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject to Section 2.09(b)and Initial Notes offered and sold in reliance on Rule 144A and/or Regulation S may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and the Company and Company may issue to the Holder thereof (or to its transferee), and the Trustee, upon receipt of an Officers’ Certificate directing authentication, shall authenticate, a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the date of its authentication. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.
Appears in 2 contracts
Samples: Indenture (Cosan Ltd.), Indenture (Cosan Ltd.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will shall be dated the date of its authentication. The Notes will shall be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c) of this Section 2.01, Section 2.09(b)(iv), Section 2.10(b)(32.10(b)(iii), (b)(5Section 2.10(b)(v), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note will shall bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will shall bear the DTC Legend.
(3iii) Initial Notes will be issued and Additional Notes offered and sold in reliance on any exception under the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange Notes will Securities Act other than Regulation S and Rule 144A shall be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes and Additional Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1iv) Each Regulation S Temporary Global Note shall bear the Regulation S Temporary Global Note Legend.
(v) Initial Notes and Additional Notes offered and sold in reliance on Regulation S shall be issued as provided in Section 2.11(a).
(c) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthen, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any integral multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.10 (b)(3), (b)(5), or (c) or Section 2.09(b)(42.09 (b)(4), each Initial Note or Initial Additional Note (other than an Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A, may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Exchange Notes will be issued, subject to Section 2.09(b2.09 (b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 2 contracts
Samples: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 in principal amount US$200,000 and any multiple integral multiples of $US$1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c)) below, Section 2.10(b)(3), (b)(5), 2.10(b)(iii) or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend or a Regulation S Legend, as the case may be.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)2.11.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor a Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in the Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (GeoPark LTD), Indenture (GeoPark Holdings LTD)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess integral multiples thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), ) or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(45) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 2 contracts
Samples: Indenture (Roadway Corp), Indenture (Yellow Roadway Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any higher integral multiple of $1,000 in excess thereof1,000.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.09(b)(4), or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend for so long as DTC is serving as the Depositary thereof.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes initially offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes. Initial Notes sold to Accredited Investors in subsequent resale may be issued in the form of an AI Global Notes only, except as provided in Section 2.09(b)(4)Note.
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act; provided, however, that in the case of this Section 2.01(c)(1) that the Company has delivered an Opinion of Counsel to the Trustee with respect to the foregoing, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 2 contracts
Samples: Indenture (Tarantula Ventures LLC), Indenture (Dupont Fabros Technology, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company or the Guarantor is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 U.S.$200,000 in principal amount and any multiple of $1,000 U.S.$1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c2.01(c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2i) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3ii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iii) Exchange Initial Notes and Additional Notes offered and sole in reliance on Rule 144A will be issued, subject to Section 2.09(b), in the form of one or more Global Notesissued as provided herein.
(1iv) Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued as provided herein.
(c) If the Company Guarantor determines (upon the advice of counsel and such other certifications and evidence as the Company Guarantor may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Guarantor may instruct the Trustee in writing to cancel the Note and the Company and the Guarantor may issue to the Holder thereof (or to its transferee), and the Trustee, upon receipt of an Officers’ Certificate of the Company directing authentication, shall authenticate, a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the date of its authentication. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer of the Company executing such Notes, as evidenced by their execution of such Notes.
Appears in 2 contracts
Samples: Indenture (Cosan S.A.), Indenture (Cosan S.A.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(42.09(b)(5), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(5) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in the Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (PDC Energy, Inc.), Indenture (PDC Energy, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 US$200,000 in original principal amount and any multiple of $US$1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction provided that the Trustee has received an Officer’s Certificate and Opinion of Counsel and such other evidence as the Trustee may require to comply with such action.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Ultrapar Holdings Inc), Indenture (Ultrapar Holdings Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Global Note representing Notes originally sold by the Initial Note or Initial Additional Note Purchasers in accordance with Rule 144A will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Regulation S Global Note will bear the Temporary Regulation S Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4v) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Quicksilver Resources Inc), Indenture (Quicksilver Resources Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Senior Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this the Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), ) or Section 2.10(b)(32.09(b)(iv) or Sections 2.10(b)(iii), (b)(5b)(v), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Original Note or Additional Note, will bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note will bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Senior Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is
(A) sold pursuant to an effective registration statement under the Securities Act, filed pursuant to a Registration Rights Agreement or otherwise, or
(B) is validly tendered for an Exchange Note pursuant to an Exchange Offer then, the Issuer may instruct the Senior Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Senior Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any integral multiple of $1,000 in excess thereof. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after After an Initial Note or any Initial Additional Note is sold pursuant to an effective registration statement under the Securities Act, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Consensus Cloud Solutions, Inc.), Indenture (Consensus Cloud Solutions, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication related thereto will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple integral multiples of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c)) or (d) of this Section 2.01, Section 2.10(b)(3), (b)(5), 2.10(b)(iii) or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provisionrule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after If the Company issues a Note pursuant to an effective registration statement, including by way of exchange, the Company may instruct the Trustee in writing to issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(e) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (DPL Inc), Indenture (DPL Inc)
Form, Dating and Denominations; Legends. (a) The Notes Securities and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Securities annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes Securities may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Corporation is subject, or usage. Each Note Security will be dated the date of its authentication. The Notes Securities will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.07(b)(3), (b)(5), or (c) or Section 2.09(b)(42.06(b)(4), each Initial Note Security or Initial Additional Note Security (other than a Permanent Offshore Security) will bear the Restricted Legend.
(2) Each Global NoteSecurity, whether or not an Initial Note Security or Additional NoteSecurity, will bear the DTC Legend.
(3) Each Temporary Offshore Global Security will bear the Temporary Offshore Global Security Legend.
(4) Initial Notes Securities and Initial Additional Securities offered and sold in reliance on Regulation S will be issued as provided in Section 2.08(a).
(5) Initial Securities and Initial Additional Securities will be issued in the form of Global Notes only, except as provided Securities. Initial Securities may only be issued to QIBs or in Section 2.09(b)(4).reliance on Regulation S.
(46) Exchange Notes Securities will be issued, subject to Section 2.09(b2.06(b), in the form of one or more Global NotesSecurities.
(1) If the Company Corporation determines (upon the advice of counsel and such other certifications and evidence as the Company Corporation may reasonably require) that a Note Security is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note Security (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Security or any Note Initial Additional Security is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer, the Corporation may instruct the Trustee to cancel the Security and issue to the Holder thereof (or to its transferee) a new Security of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Security bearing the Restricted Legend is(or any beneficial interest in such Security), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Security (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Security (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) The Initial Notes shall not be required to bear the Restricted Legend. Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), or as otherwise determined by the Company, each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange To the extent applicable, the Initial Notes and Additional Notes will be issued, subject to Section 2.09(b), in bear the form of one or more Global NotesOID Legend.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note bearing a Restricted Legend is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after any Note bearing the Restricted Legend isis sold pursuant to an effective registration statement under the Securities Act, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (Sandridge Energy Inc), Indenture (Sandridge Energy Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof; provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by a DTC participant in denominations of less than $2,000.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, and any Initial Notes sold to an Affiliate of the Company shall be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company shall instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(42.09(b)(5), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes resold to Institutional Accredited Investors will be issued in the form of an IAI Global Notes only, except as provided in Section 2.09(b)(4)Note.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 2 contracts
Samples: Indenture, Indenture (Rex Energy Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Note, whether an Initial Note or Initial an Additional Note (other than a Permanent Offshore Note), will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(16) Notes (whether Initial Notes or Additional Notes) resold to Institutional Accredited Investors or individual “accredited investors” affiliated with the Issuer (“Affiliated Investors”) will be in the form of an IAI Global Note.
(c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Note shall be dated the date of its authentication.
Appears in 2 contracts
Samples: Indenture (Mr. Cooper Group Inc.), Indenture (Home Point Capital Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication related thereto will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note of each series annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes of each series may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note The Notes of each series will be dated the date of its authentication. The Notes of each series will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple integral multiples of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), 2.10(b)(iii) or (b)(5c), or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provisionrule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 2 contracts
Samples: Indenture (DPL Inc), Indenture (Aes Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.09(b)(4), the last sentence of Section 2.10(b)(3), (b)(5the last sentence of Section 2.10(b)(5), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued, subject to issued as provided in Section 2.09(b2.11(a), in .
(5) Each Note will bear the form of one or more Global NotesOID Legend.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) (without the need for public information) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Additional Note bearing is sold pursuant to a registration statement that is effective under the Securities Act at the time of such sale or transfer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend isLegend, and the Trustee will comply with such instruction.
Appears in 2 contracts
Samples: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication related thereto will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note The Notes will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple integral multiples of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c)) or (d) of this Section 2.01, Section 2.10(b)(3), 2.10(b)(iii) or (b)(5c), or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provisionrule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after If the Company issues a Note pursuant to an effective registration statement, including by way of exchange, the Company may instruct the Trustee in writing to issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(e) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (DPL Inc)
Form, Dating and Denominations; Legends. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, rules of or agreements with national securities exchanges to which the Company is subject, agreements to which the Company is subject or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof. The Notes shall be known and designated as “7.500% Senior Notes due 2031” of the Company.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (cSection 2.10(c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend or Regulation S Legend, as the case may be.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear a legend in substantially the form of the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(15) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(6) A Note issued with original issue discount for U.S. federal income tax purposes will bear a legend in substantially the form of the OID Legend.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor the Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
(e) The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures of any Depository. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by any Depository.
Appears in 1 contract
Samples: Indenture (Viasat Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 (Pounds)1,000 in principal amount and any multiple of $1,000 (Pounds)1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (including any Private Exchange Note issued in exchange therefor) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Global Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Chesapeake Corp /Va/)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, made a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount 2,000 and any multiple higher integral multiples of $1,000 in excess thereof1,000.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than an Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Rule 144A will be in the form of one or more U.S. Global Notes.
(4) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be in the form of one or more Offshore Global Notes.
(5) Initial Notes and Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Initial Notes resold to Institutional Accredited Investors will be issued, subject to Section 2.09(b), in the form of one or more IAI Global Notes.
(1c) If the Company determines (upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note, of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this the Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), ) or Section 2.10(b)(32.09(b)(iv) or Sections 2.10(b)(iii), (b)(5b)(v), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note will bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note is
(A) sold pursuant to an effective registration statement under the Securities Act, filed pursuant to a Registration Rights Agreement or otherwise, or
(B) is validly tendered for an Exchange Note pursuant to an Exchange Offer then, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of the Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, and any Initial Notes sold to an Affiliate of the Company shall be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company shall instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Spectrum Brands, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c) of this Section 2.01, Section 2.09(b)(iv), Section 2.10(b)(32.10(b)(iii), (b)(5Section 2.10(b)(v), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Original Note or Additional Note, will bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note will bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1vii) All Notes will bear the OID Legend.
(i) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is
(A) sold pursuant to an effective registration statement under the Securities Act, filed pursuant to a Registration Rights Agreement or otherwise, or
(B) is validly tendered for an Exchange Note pursuant to an Exchange Offer then, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is Issuers are subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any integral multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuers to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Certificated Notes.
(6) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global NotesNote.
(1) If the Company determines Issuers determine (upon the advice of counsel and such other certifications and evidence as the Company Issuers may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after After an Initial Note or any Initial Additional Note is sold pursuant to an effective registration statement under the Securities Act, the Issuers may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (J2 Global, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes shall be issued in two separate series, designated as the “2.00% Senior Secured Notes Due 2021” and the “5.00% Senior Secured Notes Due 2021”. The Holders of the Notes of each series shall vote together as a single class for all purposes under this Indenture. The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will shall be dated the date of its authentication. The Notes will shall be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c) of this Section 2.01, Section 2.09(b)(iv), Section 2.10(b)(32.10(b)(iii), (b)(5Section 2.10(b)(v), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note will shall bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Original Note or Additional Note, will shall bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note shall bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes will and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on Regulation S shall be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on any exception under the Securities Act other than Regulation S and Rule 144A shall be issued, and upon the request of the Issuer to the Trustee, Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will shall be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note of a series of Notes is
(A) sold pursuant to an effective registration statement under the Securities Act, filed pursuant to a Registration Rights Agreement or otherwise, or
(B) is validly tendered for an Exchange Note of such series pursuant to an Exchange Offer then, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it shall transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a 28 successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after any an Initial Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of the Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usagecustomarily uses. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Harbinger Group Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, made a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount 2,000 and any multiple integral multiples of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than an Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Rule 144A will be in the form of one or more U.S. Global Notes.
(4) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be in the form of one or more Offshore Global Notes.
(5) Initial Notes and Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Initial Notes resold to Institutional Accredited Investors will be issued, subject to Section 2.09(b), in the form of one or more IAI Global Notes.
(1c) If the Company determines (upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note, of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), ) or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Regulation S Global Note will be issued in bear the form of Regulation S Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Notes offered and sold in reliance on Regulation S will be issued, subject to issued as provided in Section 2.09(b2.11(a), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Penson Worldwide Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any integral multiple of $1,000 in excess thereof. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Certificated Notes.
(6) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global NotesNote.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after After an Initial Note or any Initial Additional Note is sold pursuant to an effective registration statement under the Securities Act, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (J2 Global, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 1 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.10(a)(iii), (b)(5), a)(v) or (cb) or Section 2.09(b)(42.09(a)(v), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes resold to Institutional Accredited Investors will be issued in the form of an IAI Global Notes only, except as provided in Section 2.09(b)(4)Note.
(4iv) Exchange Notes will be issued, subject to Section 2.09(b2.09(a), in the form of one or more Global Notes.
(1i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Rex Energy Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 €100,000 in principal amount and any multiple of $€1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section Sections 2.09(b)(iv), 2.10(b)(3), (b)(5), ) or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Global Note Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) if after an Initial Note or any Initial Additional Note is
(x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer then the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Molson Coors Brewing Co)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 100,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Guarantor is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 R$300,000 in principal amount and any multiple of $1,000 R$1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), ) below or (c) or Section 2.09(b)(4Section 2.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Guarantor to Section 2.09(b)the Trustee in writing, Initial Notes offered and sold in reliance on Rule 144A and/or Regulation S may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company Guarantor determines (upon the advice of counsel and such other certifications and evidence as the Company Guarantor may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Guarantor may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the date of its authentication. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Form, Dating and Denominations; Legends. (a) The 2025 Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A. A-1. The 2030 Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A-2. The terms and provisions contained in the respective forms of the 2025 Notes annexed as Exhibit A constitute, A-1 and the 2030 Notes annexed as Exhibit A-2 are hereby expressly made, made a part of this the Indenture. The Notes of each series may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes of each series will be issuable in denominations of $1,000 in principal amount 2,000 and any multiple integral multiples of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than an Offshore Global Note) and each Private Exchange Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on Rule 144A will be in the form of one or more U.S. Global Notes.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be in the form of one or more Offshore Global Notes.
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of one or more IAI Global Notes.
(7) Exchange Notes and Private Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will shall be dated the date of its authentication. The Notes will shall be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c) of this Section 2.01, Section 2.09(b)(iv), Section 2.10(b)(32.10(b)(iii), (b)(52.10(b)(v), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note will shall bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will shall bear the DTC Legend.
(3iii) Initial Notes will be issued and Additional Notes offered and sold in reliance on any exception under the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange Notes will Securities Act other than Regulation S and Rule 144A shall be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes and Additional Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1iv) Each Regulation S Temporary Global Note shall bear the Regulation S Temporary Global Note Legend.
(v) Initial Notes and Additional Notes offered and sold in reliance on Regulation S shall be issued as provided in Section 2.11(a).
(c) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthen, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The 2018 Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A. The 2021 Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit B. The terms and provisions contained in the respective forms of the 2018 Notes annexed as Exhibit A and the 2021 Notes annexed as Exhibit B constitute, and are hereby expressly made, a part of this the Indenture. The Notes of each series may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes of each series will be issuable in denominations of $1,000 in principal amount 2,000 and any multiple higher integral multiples of $1,000 in excess thereof1,000.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on Rule 144A will be in the form of one or more U.S. Global Notes.
(6) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(47) Initial Notes resold to Institutional Accredited Investors will be in the form of one or more IAI Global Notes.
(8) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.10(b)(iii), (b)(5), b)(v) or (c) or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note (other than a Permanent Regulation S Note) will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note will bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is
(A) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or
(iii) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple integral multiples of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(32.07(b)(3), (b)(5), or (cc)(1) or Section 2.09(b)(42.06(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.08(a).
(5) Each Initial Note or Additional Note offered and sold in reliance on any exemption from the registration requirements under the Securities Act (other than Regulation S and Rule 144A) will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, any Initial Note or Additional Note offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.
(6) Each Initial Note or Additional Note sold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Notwithstanding the foregoing, the Initial Note representing the Debt Exchange Amount issued to Fortive on the Issue Date, and the subsequent issuance of any Note upon transfer of such Initial Note to the Selling Securityholder and to the Initial Purchaser, on the date of this Indenture, shall each be in the form of a Certificated Note. On the date of this Indenture, the Issuer shall instruct the Trustee to, and the Trustee shall, exchange any Certificated Note held by the Initial Purchasers for a corresponding beneficial interest in one or more Global NotesNotes issued under this Indenture.
(1c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(7) Any Notes issued with original issue discount will bear the Original Issue Discount Legend.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale resale, pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. However, to the extent permitted by applicable law, in the event of any inconsistency between the terms of any Note and the terms of this Indenture, the terms of this Indenture will control. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usagecustomarily uses. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof; provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by a DTC participant in denominations of less than $2,000.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes and Initial Additional Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Harbinger Group Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Global Note representing Notes originally sold by the Initial Note or Initial Additional Note Purchasers in accordance with Rule 144A will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Regulation S Global Note will be issued in bear the form of Temporary Regulation S Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued, subject to issued as provided in Section 2.09(b2.11(a), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, stock exchange or usage. The Initial Notes will be initially represented by Global Notes. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof. The Notes shall be known and designated as “9.750% Senior Secured Notes due 2023” of the Issuer.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (cSection 2.10(c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend or Regulation S Legend, as the case may be.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear a legend in substantially the form of the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(15) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(6) Notes issued with original issue discount shall bear a legend in substantially the form of the OID Legend.
(c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor the Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Maxar Technologies Inc.)
Form, Dating and Denominations; Legends. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, rules of or agreements with national securities exchanges to which the Company is subject, agreements to which the Company is subject or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof. The Notes shall be known and designated as “5.625% Senior Notes due 2025” of the Company.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (cSection 2.10(c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend or Regulation S Legend, as the case may be.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear a legend in substantially the form of the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(15) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor the Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Viasat Inc)
Form, Dating and Denominations; Legends. (a) The 2023 Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A. A-1. The 2028 Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A-2. The terms and provisions contained in the respective forms of the 2023 Notes annexed as Exhibit A constitute, A-1 and the 2028 Notes annexed as Exhibit A-2 are hereby expressly made, made a part of this the Indenture. The Notes of each series may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes of each series will be issuable in denominations of $1,000 in principal amount 2,000 and any multiple integral multiples of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than an Offshore Global Note) and each Private Exchange Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on Rule 144A will be in the form of one or more U.S. Global Notes.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be in the form of one or more Offshore Global Notes.
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of one or more IAI Global Notes.
(7) Exchange Notes and Private Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Global Note representing Notes originally sold by the Initial Note or Initial Additional Note Purchasers in accordance with Rule 144A will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4iv) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) (i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), each Certificated Note will bear the Restricted Legend.
(i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(e) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Samples: Note (Neenah Foundry Co)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. A-1 or A-2, as applicable. The terms and provisions contained in the forms of the Notes annexed as Exhibit A Exhibits A-1 and A-2 constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after any Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Sandridge Energy Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 200,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject to Section 2.09(b)and Initial Notes offered and sold in reliance on Rule 144A and/or Regulation S may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and the Company and Company may issue to the Holder thereof (or to its transferee), and the Trustee, upon receipt of an Officer’s Certificate directing authentication, shall authenticate, a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the date of its authentication. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.
Appears in 1 contract
Samples: Indenture (Natura &Co Holding S.A.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Guarantor is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 200,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject to Section 2.09(b)and Initial Notes offered and sold in reliance on Rule 144A and/or Regulation S may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company Guarantor determines (upon the advice of counsel and such other certifications and evidence as the Company Guarantor may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Guarantor may instruct the Trustee in writing to cancel the Note and the Company and Guarantor may issue to the Holder thereof (or to its transferee), and the Trustee, upon receipt of an Officers’ Certificate directing authentication, shall authenticate, a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the date of its authentication. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Form, Dating and Denominations; Legends. (a) The Notes and the TrusteeAuthentication Agent’s certificate of authentication will be substantially in the applicable form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4), or Section 2.10(b)(3), (b)(5), ) or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Global Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (SunCoke Energy, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges exchanges, agreements to which the Company is or any Guarantor are subject, or usageusage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(32.10(b)(2), (b)(5b)(3), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes will be issued issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(5) Initial Notes only, except and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.09(b)(42.11(a).
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Digitalglobe, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes of each series and the TrusteeAuthentication Agent’s certificate of authentication will be substantially in the applicable form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is Issuers are subject, or usage. Each Note will be dated the date of its authentication. The Notes of such series will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4), or Section 2.10(b)(3), (b)(5), ) or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuers to the Securities Administrator, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines Issuers determine (upon the advice of counsel and such other certifications and evidence as the Company Issuers may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Cloud Peak Energy Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges exchanges, agreements to which the Company is or any Guarantor are subject, or usageusage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(32.09(b)(4) or Section 2.10(b)(2), (b)(5b)(3), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange and Additional Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee (by providing an Officers’ Certificate which includes such direction and an authentication order which complies with Section 2.02(c)) to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Aci Worldwide, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is Issuers are subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any higher integral multiple of $1,000 in excess thereof1,000.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.09(b)(4), the last sentence of Section 2.10(b)(3), (b)(5the last sentence of Section 2.10(b)(5), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuers to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.
(6) Notes sold or transferred to Affiliates of the Issuers shall be issued in the form of Global Certificated Notes only, except as provided in Section 2.09(b)(4)bearing a Restricted Legend.
(47) Exchange Notes Each Note will be issued, subject to Section 2.09(b), in bear the form of one or more Global NotesOID Legend.
(1) If the Company determines Issuers determine (upon the advice of counsel and such other certifications and evidence as the Company Issuers may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Additional Note is sold pursuant to a registration statement that is effective under the Securities Act at the time of such sale or transfer, the Issuers may instruct the Trustee to cancel the Note and issue to the non-Affiliate Holder thereof (or its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Tower Automotive, LLC)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Guarantor is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 200,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), ) below or (c) or Section 2.09(b)(4Section 2.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Guarantor to Section 2.09(b)the Trustee in writing, Initial Notes offered and sold in reliance on Rule 144A and/or Regulation S may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company Guarantor determines (upon the advice of counsel and such other certifications and evidence as the Company Guarantor may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Guarantor may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the date of its authentication. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Note, whether an Initial Note or Initial an Additional Note (other than a Permanent Offshore Note), will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(16) Notes (whether Initial Notes or Additional Notes) resold to Institutional Accredited Investors or individual “accredited investors” affiliated with the Company (“Affiliated Investors”) will be in the form of an IAI Global Note.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Note shall be dated the date of its authentication.
Appears in 1 contract
Samples: Indenture (UWM Holdings Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), Section 2.10(b)(3), (b)(5), each Global Note representing Notes originally sold by the Initial Purchaser in accordance with Rule 144A or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note Regulation S will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4iv) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) (i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), each Certificated Note will bear the Restricted Legend.
(i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(e) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Neenah Foundry Co)
Form, Dating and Denominations; Legends. (a) 2.1.1 The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable issued in denominations of $1,000 US$100,000 in principal amount and any multiple of $US$1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), clause 2.1.3 below or (c) or Section 2.09(b)(4clause 2.9.2(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1) 2.1.3 If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2) after 2.1.4 By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Samples: Indenture (JBS USA Holdings, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, subject or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 in principal amount 2,000 and any multiple of $1,000 in excess thereof.. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. The Company may from time to time, without notice to or the consent of the then existing Holders of the Notes, increase the principal amount of the Notes and issue Additional Notes in an unlimited amount, which Additional Notes will have the same form and terms as the Initial Notes or the Exchange Notes, as the case may be, except for the issue price, the date of issuance and the date from which interest thereon will begin to accrue and such Additional Notes will form a single series with the previously issued Initial Notes or Exchange Notes, as the case may be, including for voting purposes; provided that any Additional Notes that are not fungible with the Initial Notes or the Exchange Notes, as the case may be, for United States federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Initial Notes or the Exchange Notes, as the case may be
(1) Except as otherwise provided in paragraph (c☐ (c), Section 2.10(b)(3), (b)(5), or (c2.10(b) or(c) or Section Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(21) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(2) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4Section 2.11(a).
(4) Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act (other than Regulation S and Rule 144A) will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.
(5) Exchange Notes will be issued, subject to Section Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Additional Note bearing is (x) sold pursuant to an effective registration statement under the Securities Act, the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend isLegend, and the Trustee will comply with such instruction.
Appears in 1 contract
Samples: Indenture (Advance Auto Parts Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions provisions, including, but not limited to, the OID Legend, contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges exchanges, agreements to which the Company is or any Guarantor are subject, or usageusage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend and the OID Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend and the OID Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend and the OID Legend.
(4) Initial Notes and Initial Additional Notes will be issued issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(5) Initial Notes only, except and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.09(b)(42.11(a).
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Digitalglobe Inc)
Form, Dating and Denominations; Legends. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, rules of or agreements with national securities exchanges to which the Company is subject, agreements to which the Company is subject or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof. The Notes shall be known and designated as “5.625% Senior Secured Notes due 2027” of the Company.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (cSection 2.10(c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend or Regulation S Legend, as the case may be.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear a legend in substantially the form of the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(15) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor the Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Viasat Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is Operating Partnership or Co-Obligors are subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any higher integral multiple of $1,000 in excess thereof1,000.
(1) Except as otherwise provided in paragraph (cSection 201(c), Section 2.10(b)(3209(b)(4), or Section 210(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend for so long as DTC is serving as the Depositary thereof.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 211(a).
(5) Initial Notes and Initial Additional Notes initially offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Operating Partnership and Co-Obligors to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes. Initial Notes sold to Institutional Accredited Investors in subsequent resale may be issued in the form of an IAI Global Notes only, except as provided in Section 2.09(b)(4)Note.
(46) Exchange Notes will be issued, subject to Section 2.09(b209(b), in the form of one or more Global Notes.
(1) If the Company determines Operating Partnership and Co-Obligors determine (upon the advice of counsel and such other certifications and evidence as the Company Operating Partnership and Co-Obligors may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act; provided, however, that in the case of this Section 201(c)(1) that the Operating Partnership and Co-Obligors have delivered an Opinion of Counsel to the Trustee with respect to the foregoing, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Sl Green Realty Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Note, whether an Initial Note or Initial an Additional Note (other than a Permanent Offshore Note), will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(16) Notes (whether Initial Notes or Additional Notes) resold to Institutional Accredited Investors or individual “accredited investors” affiliated with the Company (“Affiliated Investors”) will be in the form of an IAI Global Note.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in the Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend. Each Note shall be dated the date of its authentication.
Appears in 1 contract
Samples: Indenture (UWM Holdings Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale resale, pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Ruby Tuesday Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of any Note or any Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture (to the extent permitted by law) shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after any Note bearing the Restricted Legend isis sold pursuant to an effective registration statement under the Securities Act, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Sandridge Energy Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any integral multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.09(b)(4), Section 2.10(b)(3), (b)(5), or (cSection 2.10(b)(5) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Except as otherwise provided in Section 2.01(b)(6), Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors not in reliance on Regulation S or Rule 144A will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Molycorp, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any integral multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (J2 Global, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of the Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, and any Initial Notes sold to an Affiliate of the Company shall be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(7) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Spectrum Brands, Inc.)
Form, Dating and Denominations; Legends. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, rules of or agreements with national securities exchanges to which the Company is subject, agreements to which the Company is subject or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof. The Notes shall be known and designated as “6.500 % Senior Notes due 2028” of the Company.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (cSection 2.10(c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend or Regulation S Legend, as the case may be.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear a legend in substantially the form of the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(15) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor the Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
(e) The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures of any Depository. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by any Depository.
Appears in 1 contract
Samples: Indenture (Viasat Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 €100,000 in principal amount and any multiple of $€1,000 in excess thereof; provided that Notes may be issued in denominations of less than €100,000 solely to accommodate book-entry positions that have been created by a Euroclear or Clearstream participant in denominations of less than €100,000.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Global Notes Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, and any Initial Notes sold to an Affiliate of the Company shall be issued, in the form of one or more Certificated Notes.
(6) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global NotesNote.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is sold pursuant to an effective registration statement under the Securities Act, the Company shall instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (SB/RH Holdings, LLC)
Form, Dating and Denominations; Legends. (a) The 2019 Notes and the 2020 Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. A-1 and A-2, respectively. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A A-1 and A-2 constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section Sections 2.09(b)(iv), 2.10(b)(3), (b)(5), ) or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3iii) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) if after an Initial Note or any Initial Additional Note is
(x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer then the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Molson Coors Brewing Co)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Original Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes resold to Institutional Accredited Investors will be issued in the form of an IAI Global Notes only, except as provided in Section 2.09(b)(4)Note.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Ak Steel Holding Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges exchanges, agreements to which the Company is or any Guarantor are subject, or usageusage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(32.09(b)(4) or Section 2.10(b)(2), (b)(5b)(3), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange and Additional Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee (by providing an Officers’ Certificate which includes such direction and an authentication order which complies with Section 2.02(c)) to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
(e) Except as set forth in Section 2.09(b)(4), owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Certified Notes.
Appears in 1 contract
Samples: Indenture (Aci Worldwide, Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after any Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication thereon will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, made a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount 2,000 and any multiple integral multiples of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.09(b)(4) or Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than an Offshore Global Note) and each Private Exchange Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on Rule 144A will be in the form of one or more U.S. Global Notes.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be in the form of one or more Offshore Global Notes.
(5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(46) Initial Notes resold to Institutional Accredited Investors will be in the form of one or more IAI Global Notes.
(7) Exchange Notes and Private Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and based on such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(42.09(b)(5), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes resold to Institutional Accredited Investors will be issued in the form of an IAI Global Notes only, except as provided in Section 2.09(b)(4)Note.
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Rex Energy Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the NIRAN Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 1.00 in principal amount and any multiple of $1,000 1.00 in excess thereof, as determined in accordance with the Plan. The Notes will be issued only in definitive, certificated form and will not be held by or through the Depository Trust Company or Person and will not be listed on any securities exchange.
(1a) Except as otherwise provided herein or as otherwise determined by the Issuer (upon the advice of counsel and such other certifications and evidence as the Issuer may reasonably require) to not be necessary or appropriate in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4)order to comply with the Securities Act, each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1b) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) and without the need for current public information or that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orit may remove the Restricted Legend from Notes subsequently issued by it.
(2c) after By its acceptance of any Note bearing the Restricted Legend, each Holder thereof acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Legend isand agrees that it will transfer such Note only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Life Partners IRA Holder Partnership, LLC)
Form, Dating and Denominations; Legends. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, stock exchange or usage. The Initial Notes will be initially represented by Global Notes. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof. The Notes shall be known and designated as “7.750% Senior Secured Notes due 2027” of the Issuer.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (cSection 2.10(c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend or Regulation S Legend, as the case may be.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear a legend in substantially the form of the DTC Legend.
(3) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(4) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(15) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(6) Notes issued with original issue discount shall bear a legend in substantially the form of the OID Legend.
(c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor the Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (Maxar Technologies Inc.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as of Exhibit A. A hereto. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, or rules of of, or agreements with with, national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (cSection 2.01(c), Section 2.10(b)(3), (b)(5), ) or (c) ), or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Regulation S Global Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Regulation S Global Note will bear the Temporary Regulation S Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(45) [reserved].
(6) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale resale, pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (DineEquity, Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this the Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereofthereof (and in any multiple of $1.00 principal amount in excess of $2,000 principal amount or any multiple of $1,000 principal amount, if the Issuer has elected to issue Notes in such denominations pursuant to Section 2.02).
(1i) Except as otherwise provided in paragraph clause (c) of this Section 2.01, Section 2.09(b)(iv), Section 2.10(b)(32.10(b)(iii), (b)(5Section 2.10(b)(v), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Original Note or Additional Note, will bear the DTC Legend.
(3iii) Each Regulation S Temporary Global Note will bear the Regulation S Temporary Global Note Legend.
(iv) Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on Regulation S will be issued as provided in Section 2.11(a).
(v) Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Issuer to the Trustee, Initial Notes and Initial Additional Notes offered and sold (or issued in an exchange transaction) in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4vi) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1i) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2ii) after an Initial Note or any Initial Additional Note is
(A) sold pursuant to an effective registration statement under the Securities Act, filed pursuant to a Registration Rights Agreement or otherwise, or
(B) is validly tendered for an Exchange Note pursuant to an Exchange Offer then, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c)) of this Section 2.01, Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Note, whether an Initial Note or Initial an Additional Note (other than a Permanent Offshore Note), will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes Each Temporary Offshore Global Note will be issued in bear the form of Temporary Offshore Global Notes only, except as provided in Section 2.09(b)(4)Note Legend.
(4) Exchange Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
(5) Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee, Notes (whether Initial Notes or Additional Notes) offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(16) Notes (whether Initial Notes or Additional Notes) resold to Institutional Accredited Investors or individual “accredited investors” affiliated with the Company (“Affiliated Investors”) will be in the form of an IAI Global Note.
(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
(e) Each Note shall be dated the date of its authentication.
Appears in 1 contract
Samples: Indenture (UWM Holdings Corp)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 100,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) below or Section 2.09(b)(42.09(b)(iv), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend or a similar legend of a Depositary other than DTC if DTC is not the Depositary.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)herein.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Company to Section 2.09(b)the Trustee in writing, Initial Notes offered and sold in reliance on Rule 144A and/or Regulation S may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Company may instruct the Trustee in writing to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend. Each Global Note shall be dated the Issue Date. Each Certificated Note shall be dated the date of its authentication. The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officer executing such Notes, as evidenced by their execution of such Notes.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $1,000 in principal amount US$200,000 and any multiple integral multiples of $US$1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c)) below, Section 2.10(b)(3), (b)(5), 2.10(b) or (c) or Section 2.09(b)(42.09(b)(vi), each Initial Note or Initial Additional Note will bear the Restricted Legend or a Regulation S Legend, as the case may be.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC LegendLegend so long as DTC is serving as the Depositary thereof.
(3iii) Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(4)2.11.
(4iv) Exchange Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1c) If the Company Issuer determines (upon the advice of counsel and such other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthe Issuer may (i) instruct the Trustee to cancel the Note and (ii) issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend isor a Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Samples: Indenture (GeoPark LTD)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will shall be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes Note annexed as Exhibit A constitute, constitute and are hereby expressly made, made a part of this Indenture. The Notes may have notations, legends or endorsements required by this Indenture, law, rules of or agreements with national securities exchanges to which the Company Issuer is subject, or usage. Each Note will shall be dated the date of its authentication. The Notes will shall be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1i) Except as otherwise provided in paragraph clause (c) of this Section 2.01, Section 2.09(b)(iv), Section 2.10(b)(3), (b)(52.10(b)(iii), or (c) or Section 2.09(b)(42.10(c), each Initial Note or Initial Additional Note will shall bear the Restricted Legend.
(2ii) Each Global Note, whether or not an Initial Note or Additional Note, will shall bear the DTC Legend.
(3iii) Initial Notes will be issued and Additional Notes offered and sold in reliance on any exception under the form of Global Notes only, except as provided in Section 2.09(b)(4).
(4) Exchange Notes will Securities Act other than Regulation S and Rule 144A shall be issued, subject and upon the request of the Issuer to Section 2.09(b)the Trustee, Initial Notes and Additional Notes offered and sold in reliance on Rule 144A may be issued, in the form of one or more Global Certificated Notes.
(1iv) Each Regulation S Temporary Global Note shall bear the Regulation S Temporary Global Note Legend.
(v) Initial Notes and Additional Notes offered and sold in reliance on Regulation S shall be issued as provided in Section 2.11(a).
(c) If the Company Issuer determines (upon the advice of counsel and such after consideration of other certifications and evidence as the Company Issuer may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without being subject to any conditions as provided in such Rule and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, orthen, the Issuer may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.
(2d) after By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
Appears in 1 contract
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s 's certificate of authentication related thereto will be substantially in the form attached as Exhibit A. A1 with respect to the 2008 Notes and Exhibit A2 with respect to the 2011 Notes. The terms and provisions contained in the forms form of the each series of Notes annexed as Exhibit A Exhibits A1 and A2 constitute, and are hereby expressly made, a part of this the Indenture. The Each series of Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Each series of Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), 2.10 (b)(5), b)(3) or (c) ), or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
(4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued in the form of Global Notes only, except as provided in Section 2.09(b)(42.11(a).
(45) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note bearing the Restricted Legend is
Appears in 1 contract
Samples: Indenture (Ipalco Enterprises Inc)
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the forms form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 2,000 in principal amount and any multiple of $1,000 in excess thereof.
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(42.09(b)(5), each Initial Note or Initial Additional Note will bear the Restricted Legend.
(2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
(3) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes only, except as provided in Section 2.09(b)(4)Certificated Notes.
(4) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.
(5) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(d) 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
(2) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
(d) By its acceptance of any Note bearing the Restricted Legend is(or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in the Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.
Appears in 1 contract
Samples: Indenture (PDC Energy, Inc.)