Form of Debt Securities. The Debt Securities of each series shall be in substantially the forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following: (1) The Board Resolution by or pursuant to which such form of Debt Security has been approved; (2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and (3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof.
Appears in 3 contracts
Samples: Indenture (American Financial Group Inc), Indenture (American Financial Group Inc), Indenture (American Financial Capital Trust I)
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A, or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons, and only in such denominations as shall be specified pursuant to Section 2.4.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under the Exchange Act or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, the Republic shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the form Republic within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate of the Republic directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Securities in exchange for such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver, in exchange for Global Securities of such form have been complied with; Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and Series previously executed and delivered by the Company to Republic, the Trustee will authenticate and deliver such Trustee Certificated Securities), in accordance with this Indentureauthorized denominations, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and the Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 2 contracts
Samples: Indenture (Republic of Colombia), First Supplemental Indenture (Republic of Colombia)
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A, or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons, and only in such denominations as shall be specified pursuant to Section 2.4.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under the Exchange Act or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, the Republic shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the form Republic within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate of the Republic directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver, without charge, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Securities in exchange for such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court or arbitral proceeding provided for in Section 9.8 hereby and paragraph 16 of the Terms to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver, in exchange for Global Securities of such form have been complied with; Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and Series previously executed and delivered by the Company to Republic, the Trustee will authenticate and deliver such Trustee Certificated Securities), in accordance with this Indentureauthorized denominations, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and the Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 2 contracts
Samples: Indenture (Federative Republic of Brazil), Indenture (Federative Republic of Brazil)
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A or B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers Authorized Officers executing such Debt Securities, as evidenced by their execution thereof.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization or supplemental indenture that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” that is registered, exempt from registration or not required to be registered under the Exchange Act and/or any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under any applicable statute or regulation or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such for such Global Securities, the Republic shall inform Bank Indonesia and Bank Indonesia shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by Bank Indonesia within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver to each beneficial owner identified in writing by the Depositary, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of its beneficial interests in such Global Securities in exchange for its beneficial interests in such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any Series thereunder and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Debt Securities of such Series, the Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Series available to the Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver to each beneficial owner identified in writing to the Depositary, in exchange for its beneficial interests in such Global Securities of such Series, Certificated Securities of such Series (and, if the Trustee has in its possession Certificated Securities of such Series previously executed by the Republic, the Trustee will authenticate and deliver such Certificated Securities), in authorized denominations, in an aggregate principal amount equal to the principal amount of its beneficial interests in such Global Securities of such Series.
(g) Certificated Securities will be issued in exchange for interests in Global Securities only pursuant to Section 2.5(e) or 2.5(f) hereof.
Appears in 2 contracts
Samples: Indenture (Republic of Indonesia), Indenture (Republic of Indonesia)
Form of Debt Securities. The Debt Securities of each series shall be in substantially the forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Any form of Security approved by or pursuant to a Board Resolution must be acceptable to the Trustee, such acceptance to be evidenced by the Trustee's authentication of Securities in that form or a certificate signed by a Responsible Officer of the Trustee and delivered to the Company. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof.
Appears in 2 contracts
Samples: Indenture (Provident Capital Trust Iv), Indenture (Provident Capital Trust Iv)
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A, or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons, and only in such denominations as shall be specified pursuant to Section 2.4.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under the Exchange Act or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, the Republic shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the form Republic within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate of the Republic directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver, without charge, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Securities in exchange for such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver, in exchange for Global Securities of such form have been complied with; Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and Series previously executed and delivered by the Company to Republic, the Trustee will authenticate and deliver such Trustee Certificated Securities), in accordance with this Indentureauthorized denominations, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and the Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 1 contract
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A or B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers Authorized Officers executing such Debt Securities, as evidenced by their execution thereof.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization or supplemental indenture that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under the Exchange Act or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such for such Global Securities, the Republic shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the Republic within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver to each beneficial owner identified in writing by the Depositary, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of its beneficial interests in such Global Securities in exchange for its beneficial interests in such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any Series thereunder and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Debt Securities of such Series, the Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Series available to the Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver to each beneficial owner identified in writing to the Depositary, in exchange for its beneficial interest in such Global Securities of such Series, Certificated Securities of such Series (and, if the Trustee has in its possession Certificated Securities of such Series previously executed by the Republic, the Trustee will authenticate and deliver such Certificated Securities), in authorized denominations, in an aggregate principal amount equal to the principal amount of its beneficial interest in such Global Securities of such Series.
(g) Certificated Securities will be issued in exchange for interests in Global Securities only pursuant to Section 2.5(e) or 2.5(f) hereof.
Appears in 1 contract
Samples: Indenture (Uruguay Republic Of)
Form of Debt Securities. The Debt Securities of each series shall be in substantially the forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their 17 -13- execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company and Guarantor to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the CompanyCompany and Guarantor, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof.
Appears in 1 contract
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A, or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons, and only in such denominations as shall be specified pursuant to Section 2.4.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under the Exchange Act or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, the Republic shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the form Republic within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate of the Republic directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Securities in exchange for such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver, in exchange for Global Securities of such form have been complied with; Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and Series previously executed and delivered by the Company to Republic, the Trustee will authenticate and deliver such Trustee Certificated Securities), in accordance with this Indentureauthorized denominations, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and the Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 1 contract
Samples: Indenture (Peru Republic Of)
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons, and only in such denominations as shall be specified pursuant to Section 2.4.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If Jamaica shall establish pursuant to an Authorization that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies Jamaica that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under the Exchange Act or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, Jamaica shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by Jamaica within 90 days after Jamaica receives notice from the form Depositary or becomes aware of such ineligibility, Jamaica’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and Jamaica will execute, and the Trustee, upon receipt of an Officer’s Certificate of Jamaica directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver, without charge, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Securities in exchange for such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, Jamaica, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, Jamaica hereby agrees to execute and the Trustee, upon receipt from Jamaica of an adequate supply of Certificated Securities of such Series, will authenticate and deliver, in exchange for Global Securities of such form have been complied with; Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities such Series previously executed by Jamaica, the Trustee will authenticate and deliver such Certificated Securities), in such formauthorized denominations, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and the Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 1 contract
Samples: First Supplemental Indenture (Jamaica Government Of)
Form of Debt Securities. The Debt Securities of each series shall be in substantially the forms set forth in this Article, or in such other form (including any global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (including such other provisions as are necessary to reflect the global form of any Debt Security, and the designation of a Depositary for such Global Debt Security), and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or other laws, rules or regulations or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof.of such Debt Securities. SECTION 202. Form of Trustee's Certificate of Authentication. ----------------------------------------------- The Trustee's Certificate of Authentication on all Debt Securities shall be in substantially the following form: This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture. [Name of Trustee], as Trustee By _________________________ Authorized Signatory SECTION 203. Form of Trustee's Certificate of Authentication by an ----------------------------------------------------- Authenticating Agent. -------------------- If at any time there shall be appointed an Authenticating Agent pursuant to Section 612, the Trustee's Certificate of Authentication by such Authenticating Agent on all Debt Securities shall be in substantially the following form: This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture. [Name of Trustee], as Trustee By [Name of Authenticating Agent,] Authenticating Agent By ___________________________ Authorized Signer
Appears in 1 contract
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A or B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers Authorized Officers executing such Debt Securities, as evidenced by their execution thereof.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Republic shall establish pursuant to an Authorization or supplemental indenture that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” that is registered, exempt from registration or not required to be registered under the Exchange Act and/or any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Republic that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under any applicable statute or regulation or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such for such Global Securities, the Republic shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the Republic within 90 days after the Republic receives notice from the Depositary or becomes aware of such ineligibility, the Republic’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Republic will execute, and the Trustee, upon receipt of an Officer’s Certificate directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver to each beneficial owner identified in writing by the Depositary, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of its beneficial interests in such Global Securities in exchange for its beneficial interests in such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any Series thereunder and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Debt Securities of such Series, the Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall no longer be represented by such Global Securities. Additionally, the Republic, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Series available to the Holders of Debt Securities of such Series or their nominees. In either such event, the Republic hereby agrees to execute and the Trustee, upon receipt from the Republic of an adequate supply of Certificated Securities of such Series, will authenticate and deliver to each beneficial owner identified in writing to the Depositary, in exchange for its beneficial interest in such Global Securities of such Series, Certificated Securities of such Series (and, if the Trustee has in its possession Certificated Securities of such Series previously executed by the Republic, the Trustee will authenticate and deliver such Certificated Securities), in authorized denominations, in an aggregate principal amount equal to the principal amount of its beneficial interest in such Global Securities of such Series.
(g) Certificated Securities will be issued in exchange for interests in Global Securities only pursuant to Section 2.5(e) or 2.5(f) hereof.
Appears in 1 contract
Samples: Indenture (Republic of Argentina)
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons, and only in such denominations as shall be specified pursuant to Section 2.4.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Province shall establish pursuant to an Authorization that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated by the Province pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under any applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Province that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under any applicable statute or regulation or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, the Province shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the form Province within 90 days after the Province receives notice from the Depositary or becomes aware of such ineligibility, the Province’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Province will execute, and the Trustee, upon receipt of an Officer’s Certificate of the Province directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Securities in exchange for such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, the Province, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, the Province hereby agrees to execute and the Trustee, upon receipt from the Province of an adequate supply of Certificated Securities of such Series, will authenticate and deliver, in exchange for Global Securities of such form have been complied with; Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and Series previously executed and delivered by the Company to Province, the Trustee will authenticate and deliver such Trustee Certificated Securities), in accordance with this Indentureauthorized denominations, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and the Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 1 contract
Samples: Indenture
Form of Debt Securities. (a) The Debt Securities of each series Series shall be in substantially the forms form set forth in this ArticleExhibit A or Exhibit B, as applicable, and Exhibit C, or in such other form as shall be established by or pursuant to a Board Resolution the Authorization contemplated by Section 2.1 or in one or more supplemental indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution thereof. The Debt Securities of each Series shall be issued only in fully registered form without coupons.
(b) Each Debt Security shall be dated the date of its authentication.
(c) If the Province shall establish pursuant to an Authorization or supplemental indenture that the Debt Securities of a Series are to be issued in whole or in part in the form of one or more Global Securities, then the Authorized Officers shall execute and the Trustee, upon receipt of such executed Global Securities and an Officer’s Certificate directing the same, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Debt Securities of such Series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the Certificated Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or nominee of such successor Depositary.”
(d) Each Depositary designated by the Province pursuant to this Section 2.5 must, at the time of its designation and at all times while it serves as Depositary, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.
(e) If at any time the Depositary for any Series of Debt Securities represented by Global Securities notifies the Province that it is unwilling or unable to continue as Depositary for such Global Securities, announces an intention to permanently to cease business or does in fact to so, or if at any time the Depositary for such Global Securities ceases to be a “clearing agency” registered under any applicable statute or regulation or if at any time the Depositary for such Global Securities shall no longer be eligible to act as such under this Section 2.5, the Province shall appoint a successor Depositary with respect to such Global Securities. If a successor Depositary for such Global Securities is not appointed by the form Province within 90 days after the Province receives notice from the Depositary or becomes aware of such ineligibility, the Province’s election pursuant to this Section 2.5 that Debt Securities of that Series be represented by Global Securities shall no longer be effective and the Province will execute, and the Trustee, upon receipt of an Officer’s Certificate of the Province directing the authentication and delivery of Certificated Securities and an adequate supply of Certificated Securities, will authenticate and deliver to each beneficial owner identified in writing by the Depositary, without charge to the Holder, Certificated Securities of that Series in any authorized denominations in an aggregate principal amount equal to the principal amount of its beneficial interests in such Global Securities in exchange for its beneficial interests in such Global Securities.
(f) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Series thereunder and delivered to the Trustee at has been advised by counsel that in connection with such proceeding it is necessary or prior to the delivery of the Company Order contemplated by Section 3.3 appropriate for the authentication and delivery Trustee to obtain possession of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authenticationSeries, the Company Trustee may in its sole discretion determine that the Debt Securities of such Series represented by Global Securities shall deliver no longer be represented by such Global Securities. Additionally, the Province, at its option, may determine to terminate the book-entry system through the Depositary for any Series and make Certificated Securities of such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating Series available to the authentication and delivery Holders of Debt Securities of such Series or their nominees. In either such event, the Province hereby agrees to execute and the Trustee, upon receipt from the Province of an adequate supply of Certificated Securities of such Series, will authenticate and deliver to each beneficial owner identified in writing to the Depositary, in exchange for its beneficial interest in such form have been complied with; Global Securities of such Series, Certificated Securities of such Series (and
(3) An Opinion , if the Trustee has in its possession Certificated Securities of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and Series previously executed and delivered by the Company to Province, the Trustee will authenticate and deliver such Trustee Certificated Securities), in accordance with this Indentureauthorized denominations, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to an aggregate principal amount established from time equal to time by the Board principal amount of Directors and its beneficial interest in such Global Securities of such Series.
(cg) Certificated Securities will be issued in the manner specified exchange for interests in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject Global Securities only pursuant to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed Section 2.5(e) or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof2.5(f) hereof.
Appears in 1 contract
Samples: Indenture
Form of Debt Securities. (a) The Debt Securities, upon original issuance, shall be issued in the form of typewritten or printed Global Securities registered in the name of DTC or its nominee and (other than DTC or its nominee) no Person investing in the Debt Securities shall receive a definitive security representing such Person’s interest in the Debt Securities except to the extent that definitive, fully registered Debt Securities (“Definitive Securities”) have been issued in accordance with Section 2.8. Unless and until Definitive Securities are so issued in exchange for such Global Securities, DTC will make book-entry transfers among the DTC Participants (as defined below) and receive and transmit distributions of principal and interest on such Global Securities to the DTC Participants.
(b) Neither any members of, nor participants in, DTC (the “DTC Participants”) nor any other Persons on whose behalf DTC Participants may act (including Euroclear and Clearstream Luxembourg and accountholders and participants therein) shall have any rights under this Indenture with respect to any Global Security, and DTC or its nominee, as the case may be, may be treated by the Province, the Trustee and any agent thereof as the absolute owner and holder of such Global Security for all purposes whatsoever. Unless and until Definitive Securities are issued in exchange for such Global Security pursuant to Section 2.8:
(i) the Province, the Trustee and any agent thereof may deal with DTC and its nominee for all purposes (including the making of distributions on the Global Securities) as the authorized representatives of the Persons holding beneficial interests in such Global Securities and (ii) the rights of such beneficial owners shall be exercised only through DTC and its nominee and shall be limited to those established by applicable law and agreements among such DTC Participants, DTC and such nominee. Notwithstanding the foregoing, nothing herein shall prevent the Province or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee.
(c) The Debt Securities of each series offered and sold in reliance upon Regulation S shall be issued in substantially the forms set forth form of a permanent Global Security in this Articlefully registered form, without interest coupons registered in the name of DTC or its nominee and deposited with the Trustee as custodian of DTC (the “Regulation S Security”). The aggregate principal balance of the Regulation S Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in such other form connection with a corresponding decrease or increase in the aggregate principal balance of the Rule 144A Security, as provided in Section 2.6.
(d) The Debt Securities offered and sold in their initial distribution in reliance upon Rule 144A shall be established issued in the form of a permanent Global Security in fully registered form, without interest coupons, registered in the name of DTC or its nominee and deposited with the Trustee, as custodian of DTC (the “Rule 144A Security”). The aggregate principal balance of the Rule 144A Security may from time to time be increased or decreased by or pursuant to a Board Resolution or in one or more indentures supplemental heretoadjustments made on the records of the Trustee, as custodian for DTC, in each case connection with such appropriate insertionsa corresponding decrease or increase in the aggregate principal balance of the Regulation S Security, omissionsas provided in Section 2.6.
(e) The Trustee shall have no responsibility or obligation to any DTC Participant or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any DTC Participant or member thereof, substitutions and other variations as are required with respect to any ownership interest in the Debt Securities or permitted by this Indenture, and may have such letters, numbers with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Debt Securities (or other marks of identification and such legends security or endorsements placed thereon as may be required property) under or with respect to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities. All notices and communications to be given to the holders and all payments to be made to holders in respect of the Debt Securities shall be given or made only to or upon the order of the registered holders (which shall be DTC, Euroclear, Clearstream, as evidenced applicable, and/or its nominee in the case of a global security). The rights of beneficial owners in any global security shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee may rely (and shall be fully protected in relying) upon information furnished by their execution DTC with respect to the DTC Participants and any beneficial owners of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof.
Appears in 1 contract
Samples: Indenture
Form of Debt Securities. The Debt Securities of each series shall be in substantially the forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such 18 - 13 - letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the Debt Securities of such series for authentication, the Company shall deliver to such Trustee the following:
(1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;
(2) An Officers' Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Debt Securities in such form have been complied with; and
(3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed by appropriate insertions and executed and delivered by the Company and Guarantor to such Trustee in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and (c) issued in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the CompanyCompany and Guarantor, subject to applicable bankruptcy, reorganization, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Debt Securities. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution thereof.
Appears in 1 contract
