Form; Dating; Incorporation of Form in Indenture. In accordance with Sections 201 and 301 of the Indenture, there shall be and is hereby authorized a single series of Securities designated the "7.25% Convertible Subordinated Debentures Due 2001" limited in aggregate principal amount to $40,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 9.5 or 10.1 hereof or pursuant to Sections 304, 305, 306 or 1107 of the Indenture. Their fixed maturity shall be October 1, 2001, and they shall bear interest at the rate per annum of 7.25%, from and including the date of issuance thereof until maturity or earlier redemption, payable semiannually on April 1 and October 1 commencing April 1, 1997, until the principal thereof is paid or made available for payment. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company in the City of Boston maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article 3. The Securities shall be subordinated in right of payment to Senior Indebtedness, to the extent provided in Article 11 hereof. The Securities shall be convertible as provided in Article 10 hereof. The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Supplement. The Securities may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Supplement and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplement, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be issuable only in registered form without coupons.
Appears in 1 contract
Form; Dating; Incorporation of Form in Indenture. In accordance with Sections 201 and 301 of the Indenture, there shall be and is hereby authorized a single series of Securities designated the "7.25% Convertible Subordinated Debentures Due 2001" limited in The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $40,000,00050,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 2.3, 2.5, 2.6, 2.8, 3.6, 9.5 or 10.1 hereof or pursuant to Sections 304, 305, 306 or 1107 10.1. The Securities shall be known and designated as the 7.0% Convertible Subordinated Debentures due 2004 of the IndentureCompany. Their fixed maturity shall be October June 1, 20012004, and they shall bear interest at the rate per annum of 7.257.0%, from and including the date of issuance thereof until maturity or earlier redemption, payable semiannually on April June 1 and October December 1 commencing April December 1, 19971997 (each an "Interest Payment Date"), until the principal thereof is paid or made available for payment. The principal Subject to Section 2.10, such interest shall be paid to the Holder in whose name each Security was registered at the close of and premium, if any, and interest business on the Securities shall be payable at the office or agency of the Company in the City of Boston maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegular Record Date next preceding each Interest Payment Date. The Securities shall be redeemable as provided in Article 3. The Securities shall be subordinated in right of payment to Senior Indebtedness, to the extent provided in Article 11 hereof11. The Securities shall be convertible as provided in Article 10 hereof10. The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this SupplementIndenture. The Securities may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Supplement Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this SupplementIndenture, expressly agree to such terms and provisions and to be bound thereby. The Securities (the "Rule 144A Securities") offered and sold to "qualified institutional buyers" (as such term is defined in Rule 144A under the Securities Act) will initially be issued in the form of a global Security in the aggregate principal amount of the Rule 144A Securities, which Security shall be issuable only in substantially the form of Exhibit A hereto, including the paragraphs referred to in footnotes 1 and 2, and is hereinafter referred to as the "Rule 144A Global Security." The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or decreased as hereinafter provided. All other Securities will be issued in fully registered form without couponsin denominations of U.S. $1,000 and integral multiples thereof (the "Registered Securities"), which Securities shall be in substantially the form of Exhibit A hereto, excluding the information called for by footnote 1 thereto but including, if applicable, the information called for by footnote 2 thereto. The Registered Securities which are Restricted Securities are hereinafter collectively referred to as "Registered Accredited Investor Securities."
Appears in 1 contract
Form; Dating; Incorporation of Form in Indenture. In accordance with Sections 201 and 301 of the Indenture, there shall be and is hereby authorized a single series of Securities designated the "7.25% Convertible Subordinated Debentures Due 2001" limited in The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $40,000,00086,250,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 2.3, 2.5, 2.6, 2.8, 3.6, 9.5 or 10.1 hereof or pursuant to Sections 304, 305, 306 or 1107 10.1. The Securities shall be known and designated as the 5.625% Convertible Subordinated Debentures due 2003 of the IndentureCompany. Their fixed maturity shall be October May 1, 20012003, and they shall bear interest at the rate per annum of 7.255.625%, from and including the date of issuance thereof until maturity or earlier redemption, payable semiannually on April May 1 and October November 1 commencing April November 1, 19971998 (each an "Interest Payment Date"), until the principal thereof is paid or made available for payment. The principal Subject to Section 2.10, such interest shall be paid to the Holder in whose name each Security was registered at the close of and premium, if any, and interest business on the Securities shall be payable at the office or agency of the Company in the City of Boston maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegular Record Date next preceding each Interest Payment Date. The Securities shall be redeemable as provided in Article 3. The Securities shall be subordinated in right of payment to Senior Indebtedness, to the extent provided in Article 11 hereof11. The Securities shall be convertible as provided in Article 10 hereof10. The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this SupplementIndenture. The Securities may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Supplement Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this SupplementIndenture, expressly agree to such terms and provisions and to be bound thereby. The Securities (the "Rule 144A Securities") offered and sold to "qualified institutional buyers" (as such term is defined in Rule 144A under the Securities Act) will initially be issued in the form of a global Security in the aggregate principal amount of the Rule 144A Securities, which Security shall be issuable only in substantially the form of Exhibit A hereto, including the paragraphs referred to in footnotes 1 and 2, and is hereinafter referred to as the "Rule 144A Global Security." The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or decreased as hereinafter provided. All other Securities will be issued in fully registered form without couponsin denominations of U.S. $1,000 and integral multiples thereof (the "Registered Securities"), which Securities shall be in substantially the form of Exhibit A hereto, excluding the information called for by footnote 1 thereto but including, if applicable, the information called for by footnote 2 thereto. The Registered Securities which are Restricted Securities are hereinafter collectively referred to as "Registered Accredited Investor Securities."
Appears in 1 contract
Samples: Assisted Living Concepts Inc
Form; Dating; Incorporation of Form in Indenture. In accordance with Sections 201 and 301 of the Indenture, there shall be and is hereby authorized a single series of Securities designated the "7.25% Convertible Subordinated Debentures Due 2001" limited in The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $40,000,000100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 2.3, 2.5, 2.6, 2.8, 3.6, 9.5 or 10.1 hereof or pursuant to Sections 304, 305, 306 or 1107 10.1. The Securities shall be known and designated as the ___% Convertible Subordinated Debentures Due 2002 of the IndentureCompany. Their fixed maturity shall be October 1________, 20012002, and they shall bear interest at the rate per annum of 7.25___%, from and including the date of issuance thereof until maturity or earlier redemption, payable semiannually on April 1 _______ and October 1 __________ commencing April 1__________, 19971998 (each an "Interest Payment Date"), until the principal thereof is paid or made available for payment. The principal Subject to Section 2.10, such interest shall be paid to the Holder in whose name each Security was registered at the close of and premium, if any, and interest business on the Securities shall be payable at the office or agency of the Company in the City of Boston maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegular Record Date next preceding each Interest Payment Date. The Securities shall be redeemable as provided in Article 3III. The Securities shall be convertible as provided in Article X. The Securities shall be subordinated in right of payment to Senior Indebtedness, to the extent provided in Article 11 hereofXI. The Securities shall be convertible become subject to a Holder's right of repurchase in the event of a Change in Control as provided in Article 10 hereofXII. The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this SupplementIndenture. The Securities may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Supplement Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this SupplementIndenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be issuable only in registered form without coupons.
Appears in 1 contract
Samples: American Retirement Corp
Form; Dating; Incorporation of Form in Indenture. In accordance with Sections 201 and 301 of the Indenture, there shall be and is hereby authorized a single series of Securities designated the "7.25% Convertible Subordinated Debentures Due 2001" limited in The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $40,000,00023,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 2.3, 2.5, 2.6, 2.8, 3.6, 9.5 or 10.1 hereof or pursuant to Sections 304, 305, 306 or 1107 10.1. The Securities shall be known and designated as the 7% Convertible Subordinated Notes Due 2007 of the IndentureCompany. Their fixed maturity shall be October February 1, 20012007, and they shall bear interest at the rate per annum of 7.257%, from and including the date of issuance thereof until maturity or earlier redemption, payable semiannually on April February 1 and October August 1 commencing April August 1, 1997, until the principal thereof is paid or made available for payment. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, the City of Boston New York or the City of Buffalo maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article 3. The Securities shall be subordinated in right of payment to Senior Indebtedness, to the extent provided in Article 11 hereof11. The Securities shall be convertible as provided in Article 10 hereof10. The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this SupplementIndenture. The Securities may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Supplement Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this SupplementIndenture, expressly agree to such terms and provisions and to be bound thereby. The Securities (the "Rule 144A Securities") issued to "qualified institutional buyers"(as such term is defined in Rule 144A under the Securities Act) will initially be issued in the form of a global Security in the aggregate principal amount of the Rule 144A Securities, which Security shall be issuable only in substantially the form of Exhibit A hereto, including the paragraphs referred to in footnotes 1 and 2, and is hereinafter referred to as the "Rule 144A Global Security." All other Securities will be issued in fully registered form without couponsin denominations of U.S. $1,000 and integral multiples thereof, which Securities shall be in substantially the form of Exhibit A hereto, excluding the information called for by footnote 1 thereto but including the information called for by footnote 2 thereto, and are hereinafter collectively referred to as "Registered Accredited Investor Securities."
Appears in 1 contract
Samples: Indenture (Rent Way Inc)
