Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 4 contracts
Samples: Supplemental Indenture (Vital Energy, Inc.), Supplemental Indenture (Laredo Petroleum, Inc.), Supplemental Indenture (Laredo Petroleum, Inc.)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or as may be required by the Custodian or the Depositary, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers, exchanges or issuances of additional Notes permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form Form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 4 contracts
Samples: First Supplemental Indenture (Greenbrier Companies Inc), Indenture (Greenbrier Companies Inc), Greenbrier Companies Inc
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approvala) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges purchases, conversions and redemptions on redemptions. Any endorsement of a Global Note to reflect the records amount of any decrease or increase in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee and Trustee, in accordance with instructions given by the Depositary or its nomineeholder thereof as required by Section 2.5. Definitive The Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and are hereby expressly made, a part of this Indenture and to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Rockford Corp), Dave & Busters Inc, Ats Medical Inc
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in under the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall the Depositary (including, for this purpose, its nominee) may be effected in accordance with Section 305 treated by the Company, the Trustee and any agent of the Base IndentureCompany or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
Appears in 4 contracts
Samples: Bausch Health Companies (Bausch Health Companies Inc.), Bausch Health Companies (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial holders of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 4 contracts
Samples: Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Quicksilver Resources Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trustee, by their execution and beneficial holders of a Global Note will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount Principal Amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount Principal Amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the Principal Amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of the Base IndenturePrincipal Amount of and Interest on any Global Note shall be made to the holder of such Note.
Appears in 3 contracts
Samples: Indenture (Ryerson Tull Inc /De/), Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest on any Global Note shall be made to which any particular Notes are subjectthe Holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Issuer and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 3 contracts
Samples: Indenture (Xcel Energy Inc), Indenture (Xcel Energy Inc), Indenture (Xcel Energy Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the records of the Trustee and the Depositary or its nominee. Definitive Notes Global Note shall be substantially made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto (but without are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 3 contracts
Samples: Indenture (Sandisk Corp), Sandisk Corp, Sandisk Corp
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 3 contracts
Samples: Indenture (Freeport McMoran Copper & Gold Inc), Indenture (McMoran Exploration Co /De/), McMoran Exploration Co /De/
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by this Indenture and shall be made on the records of the Trustee and the Depositary Depository. Members of, or its nominee. Definitive Notes participants in, the Depository (“Members”) shall be substantially in the form of Exhibit A attached hereto (but without the have no rights under this Indenture with respect to any Global Note Legend thereon and without held on their behalf by the “Schedule of Exchanges of Interests in Depository or under the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall the Depository (including, for this purpose, its nominee) may be effected in accordance with Section 305 treated by the Company, the Trustee and any agent of the Base IndentureCompany or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or (B) impair, as between the Depository and its Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
Appears in 3 contracts
Samples: Indenture (Frontier Communications Corp), Indenture (Frontier Communications Corp), Indenture (Frontier Communications Corp)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as that are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture or Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 3 contracts
Samples: Prospect Capital Corp, Prospect Capital Corp, Prospect Capital Corp
Form of Notes. The Notes shall be substantially issued by the Company in the registered form as set forth in Exhibit A heretoattached hereto and all of the terms and provisions thereof are incorporated herein by reference. The Notes will be issued in the form of single fully registered global security without coupons (the "Global Note") which will be deposited with, which or on behalf of, DTC, and registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Unless and until it is incorporated exchanged in and made whole or in part for the individual notes represented thereby, a part Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor depository or any nominee of such successor. So long as DTC or its nominee is the registered owner of such Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Any Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes may have represented by such lettersGlobal Note registered in their names, numbers will not receive or other marks be entitled to receive physical delivery of identification any such Notes in definitive form and such notations, legends will not be considered the owners or endorsements as holders thereof under the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture. If DTC is at any time unwilling, expressly agree unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note representing such terms Notes. In addition, the Company may at any time and provisions and in its sole discretion, subject to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of certain limitations set forth in the Indenture, the provisions determine not to have any of the Indenture shall govern such Notes represented by one or more Global Notes and be controlling. in such event will issue individual Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including exchange for the Global Note Legend thereon or Notes representing such debt Securities. Individual Notes so issued will be issued in denominations of $1,000 and the “Schedule of Exchanges of Interests integral multiples thereof and will be issued in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increasedregistered form only, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenturecoupons.
Appears in 3 contracts
Samples: Supplemental Indenture (Health & Retirement Properties Trust), Supplemental Indenture (Health & Retirement Properties Trust), Seventh Supplemental Indenture (Meditrust Corp)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 3 contracts
Samples: Indenture (Celgene Corp /De/), Indenture (Atherogenics Inc), Atherogenics Inc
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Note in global form shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Note in global form to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Note in global form shall be made to which any particular Notes are subjectthe Holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. HoweverNeither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Note, check, advice of payment or redemption notice, and any such document may contain a statement to the extent any provision effect that CUSIP numbers have been assigned by an independent service for convenience of any Note conflicts with reference and that neither the express provisions of Company nor the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form Trustee shall be substantially liable for any inaccuracy in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenturenumbers.
Appears in 3 contracts
Samples: Atlantic Coast Airlines Inc, Kellstrom Industries Inc, Atlantic Coast Airlines Inc
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit EXHIBIT A attached hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage. The Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption price), on the Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 3 contracts
Samples: Indenture (Ibasis Inc), Indenture (Ibasis Inc), Ibasis Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A hereto, which is A. Any Global Note may be endorsed with or have incorporated in and made a part the text thereof such legends or recitals or changes not inconsistent with the provisions of this Supplemental IndentureIndenture as may be required by the Custodian or the Depositary or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of any Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest (including Additional Interest, if any) on each Global Note shall be made to the Depositary or its nomineenominee of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. Definitive Notes shall be substantially The terms and provisions contained in the form of Note attached as Exhibit A attached hereto (but without are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 3 contracts
Samples: Forest City Enterprises Inc, Forest City Enterprises Inc, Forest City Enterprises Inc
Form of Notes. The Notes shall will initially be issued in definitive form in substantially in the form set forth of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto, which and shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee as the authenticating agent as provided herein. An interest in a global Note may be issued in exchange for any definitive Note transferred pursuant to an effective registration statement for the Notes under the Securities Act, in compliance with Rule 144 promulgated thereunder or after receipt of an opinion of counsel reasonably satisfactory to the Company that such registration or compliance is incorporated not required. Any global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and made a part upon written instructions given by the holder of this Supplemental such Notes in accordance with the Indenture. Any Payment of the Notes may have such lettersprincipal of and interest and premium, numbers or other marks of identification and such notationsif any, legends or endorsements as the officers executing the same may approve (execution thereof to on any global Note shall be conclusive evidence of such approval) and as are not inconsistent made in accordance with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectSection 2.3 hereof. The terms and provisions contained in the form forms of Note Notes attached as Exhibit A and Exhibit B hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Penn Treaty American (Penn Treaty American Corp), Penn Treaty American Corp
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect purchases, conversions, transfers, exchanges or issuances of additional Notes permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Purchase Price or Redemption Price, as applicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form Form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Indenture (Mannkind Corp), Indenture (Mannkind Corp)
Form of Notes. The Notes and the Trustee's certificate of ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. --------- Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit ------- A hereto shall constitute, and are hereby expressly made, a part of this Supplemental - Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: At Home Corp, Viropharma Inc
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall will be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified therein and each shall provide that it shall represent represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on redemptions. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee Trustee. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or as may be required for the Notes to be tradeable on any market existing or developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a) hereof, all of the Notes will be represented by one or more Global Notes. The transfer and exchange of beneficial interests in any such Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected through the Depositary in accordance with Section 305 this Indenture and the applicable procedures of the Base IndentureDepositary. Except as provided in Section 2.06 hereof, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note.
Appears in 2 contracts
Samples: Indenture (Innovative Industrial Properties Inc), AFC Gamma, Inc.
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, exchanges, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Archstone Smith Operating Trust), Third Supplemental Indenture (Archstone Smith Operating Trust)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex A of the Twelfth Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary or by National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex A of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex A of the Twelfth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Annex A of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (Prologis), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Fourth Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Fourth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and to the extent applicable, the Company, any Guarantors Parent and the Trustee, by their execution and delivery of this Fourth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Prologis, L.P.), Fourth Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex D of the Twelfth Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex D of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex D of the Twelfth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Annex D of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (Prologis), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, exchanges and redemptions on or transfers permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of, and interest on, any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 2 contracts
Samples: Indenture (KKR Financial Holdings LLC), Indenture (RAIT Financial Trust)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex C of the Twelfth Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex C of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex C of the Twelfth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Annex C of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (Prologis), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A hereto, which is A. Any Global Note may be endorsed with or have incorporated in and made a part the text thereof such legends or recitals or changes not inconsistent with the provisions of this Supplemental IndentureIndenture as may be required by the Custodian, the Depositary or by the Financial Industry Regulatory Authority in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, put exercises, transfers or exchanges permitted hereby. Any endorsement of any Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on each Global Note shall be made to the holder of such Note on the records date of the Trustee payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto (but without are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 2 contracts
Samples: Forest City Enterprises Inc, Forest City Enterprises Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of Note attached as Exhibit A hereto shall constitutethe Depositary or the nominee of the Depositary (a “Global Note”). The transfer, redemption, repurchase, exchange, and are hereby expressly made, a part all dispositions of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered Holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions on redemptions, repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive Holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of, interest on and premium, if any, on any Global Note shall be made to the Holder of such Note. So long as any Notes are represented by one or more Global Notes, the parties hereto will be bound at all times by the applicable procedures of the Base IndentureDepositary with respect to such Notes.
Appears in 2 contracts
Samples: Indenture (Sl Green Realty Corp), Duke Realty Limited Partnership/
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as that are not inconsistent with the provisions of this Supplemental Indenture the Indenture, or as may be required by the Base Indenture or Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Supplemental Indenture (Prospect Capital Corp), Supplemental Indenture (Prospect Capital Corp)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a "Global Note"). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 2 contracts
Samples: Indenture (Headwaters Inc), Amdocs LTD
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex B of the Twelfth Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex B of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex B of the Twelfth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Annex B of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (Prologis), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this First Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this First Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the extent applicable, the Company, any Guarantors Parent and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: First Supplemental Indenture (Prologis, L.P.), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approvala) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges purchases, conversions and redemptions on redemptions. Any endorsement of a Global Note to reflect the records amount of any decrease or increase in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee and Trustee, in accordance with instructions given by the Depositary or its nomineeholder thereof as required by Section 2.5. Definitive The Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and is hereby expressly made, a part of this Indenture and to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 2 contracts
Samples: Indenture (Electroglas Inc), Indenture (Electroglas Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancetraded, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the records of the Trustee and the Depositary or its nominee. Definitive Notes Global Note shall be substantially made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto (but without are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 2 contracts
Samples: Cadence Design Systems Inc, Cadence Design Systems Inc
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Custodian or the Base Indenture Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered Holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions on repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive Holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base IndentureHolder of such Note.
Appears in 2 contracts
Samples: Indenture (Gramercy Property Trust Inc.), Indenture (American Residential Properties, Inc.)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on a Global Note shall be made to the holder of such Note on the records date of the Trustee payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and are hereby expressly made, a part of this Indenture and, to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 2 contracts
Form of Notes. The Notes and the Trustee's certificate of ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. --------- Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage. The Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption price), on the Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: E Trade Group Inc, E Trade Group Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 2 contracts
Samples: Indenture (On Semiconductor Corp), On Semiconductor Corp
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in annexed hereto as Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. The terms Notes will be offered and provisions contained sold only outside the United States in accordance with Regulation S and shall be issued initially only in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. permanent definitive Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Physical Notes”) in the Global Note” attached thereto)registered form without interest coupons. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive The Physical Notes shall be substantially in the form of set forth in Exhibit A attached hereto annexed hereto. On the Shelf Registration Effective Date, one or more permanent global Notes (but without the Global Note Legend thereon and without the each, a “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes ”) in global registered form without interest coupons shall be effected in accordance with Section 305 of the Base Indenture.be:
Appears in 2 contracts
Samples: Indenture (BMB Munai Inc), Indenture (BMB Munai Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Sixth Supplemental Indenture Indenture, or as may be required by the Base Indenture or Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Sixth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Sixth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Sixth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Supplemental Indenture (Prologis), Supplemental Indenture (Prologis)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption or purchase price), on any Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: International Shipholding Corp, International Shipholding Corp
Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest, premium, if any (including any Fundamental Change Repurchase Price) and conversion proceeds, if any, on the Global Note shall be made to or upon the order of the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: First Supplemental Indenture (Energy Conversion Devices Inc), First Supplemental Indenture (Energy Conversion Devices Inc)
Form of Notes. The Notes and the Trustee's certificate of ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage. Any Note in global form shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Note in global form to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption price), on any Note in global form shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Indenture (Level One Communications Inc /Ca/), Premiere Technologies Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on the Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trustee, by their execution and beneficial owners of a Global Note will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note. Notwithstanding any other provision of this Supplemental Indenture, expressly agree so long as a series of Notes is a Global Note, the parties hereto will be bound at all times by the applicable procedures of the Depositary with respect to such terms and provisions and to be bound therebyseries. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to the Base Indentureholder of such Global Note.
Appears in 2 contracts
Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Second Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Second Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Second Supplemental Indenture and to the extent applicable, the Company, any Guarantors Parent and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Prologis, L.P.), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoEXHIBIT A, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit EXHIBIT A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Indenture (Lattice Semiconductor Corp), International Rectifier Corp /De/
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Third Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Third Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and to the extent applicable, the Company, any Guarantors Parent and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Prologis, L.P.), Supplemental Indenture (Amb Property Lp)
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note (including form of Guarantee endorsed thereon) attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Custodian or the Base Indenture Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered Holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions on redemptions, repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive Holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base IndentureHolder of such Note.
Appears in 2 contracts
Samples: Indenture (Kilroy Realty, L.P.), Indenture (Kilroy Realty, L.P.)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in annexed hereto as Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture, and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or usage. Notes offered and sold to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained QIBs in reliance on Rule 144A shall be issued initially only in the form of Note attached as one or more permanent global Notes (each, a “U.S. Global Note”) in registered form without interest coupons, in substantially the form set forth in Exhibit A hereto and, except as otherwise provided in Section 2.3(a)(iii), shall constitutecontain the Restrictive Securities Legend as set forth in Section 2.3(a)(i). Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially only in the form of one or more permanent global Notes (each, and are hereby expressly madean “Offshore Global Note” and, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts together with the express provisions of the IndentureU.S. Global Note, the provisions of “Global Notes”) in registered form without interest coupons in substantially the Indenture form set forth in Exhibit A and, except as otherwise provided in Section 2.3(a)(iii), shall govern and be controllingcontain the Restrictive Securities Legend as set forth in Section 2.3(a)(i). Notes issued pursuant to Section 2.8(d) in global form exchange for or upon transfer of beneficial interests in the U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form of set forth in Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule U.S. Physical Notes”), and Notes issued pursuant to Section 2.8(d) in exchange for or upon transfer of Exchanges of Interests beneficial interests in the Global Note” attached thereto). Each Offshore Global Note shall represent such be in the form of the outstanding permanent certificated Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of set forth in Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached theretoOffshore Physical Notes”). The registration, registration of transfers Offshore Physical Notes and exchanges of U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The Global Notes shall be effected in accordance with Section 305 of the Base Indenture.be:
Appears in 2 contracts
Samples: Exchange and Redemption Agreement (Ciphergen Biosystems Inc), Indenture (Ciphergen Biosystems Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or required to comply with any applicable law or regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers or increasedexchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as appropriatethe case may be), accrued and unpaid interest and Additional Interest, if any, on a Global Note shall be made to reflect exchanges and redemptions the Holder of such Note on the records date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The Company shall pay the principal and interest (including Additional Interest, if any) of any Definitive Notes at the office or agency of the Trustee Company maintained by the Company for such purposes in the Borough of Manhattan, New York City. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and are hereby expressly made, a part of this Indenture and, to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 1 contract
Samples: Indenture (Ual Corp /De/)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial holders of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 1 contract
Samples: Indenture (Alliant Techsystems Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest, and Additional Interest, if any, on a Global Note shall be made to the holder of such Note on the records date of the Trustee payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and are hereby expressly made, a part of this Indenture and, to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 1 contract
Samples: Alliance Data Systems Corp
Form of Notes. The Notes and the Trustee's certificate ------------- of authentication to be borne by the Notes shall be substantially in the form set forth as in Exhibit A hereto, which is incorporated in and made a part of this Supplemental IndentureIndenture above recited. Any of the Notes may have imprinted thereon such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular usage. Unless issued in definitive form, Notes are subject. The terms issued and provisions contained sold in reliance on Rule 144A shall be issued in the form of one or more global securities (the "Restricted Global Note"), which Restricted Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part be deposited on behalf of this Supplemental Indenture and the Company, any Guarantors and holders of the Notes represented thereby with the Trustee, by their execution as custodian for the Depositary, and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to registered in the extent any provision of any Note conflicts with the express provisions name of the Indenture, the provisions nominee of the Indenture shall govern Depositary, duly executed by the Company and be controllingauthenticated as provided for herein. Notes issued offered and sold outside the United States in global form reliance on Regulation S shall be substantially issued in the form of Exhibit A attached hereto one or more global securities (including the "Regulation S Global Note"), which Regulation S Global Note Legend thereon shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Securities and the “Schedule of Exchanges of Interests Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note” attached thereto)Note may only be held through agent members of Euroclear and Cedel. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Notes or for Definitive Notes only in accordance with the certification requirements described in Section 2.05. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on redemptions, in accordance with the records standard practices of the Trustee Depositary and the Depositary Trustee. Any endorsement of a Global Note to reflect the amount of any increase or its nomineedecrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the holder thereof. The Definitive Notes shall be substantially printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the form rules of Exhibit A attached hereto (but without any securities exchange on which the Global Note Legend thereon and without Notes may be listed or, if the “Schedule Notes are not listed, the Notes may be produced in any other manner customarily used to produce similar definitive securities, all as determined by the officers executing such Notes, as evidenced by their execution of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenturesuch Notes.
Appears in 1 contract
Samples: Emc Corp
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on the Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trustee, by their execution and beneficial owners of a Global Note will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note. Notwithstanding any other provision of this Supplemental Indenture, expressly agree so long as a series of Notes is a Global Note, the parties hereto will be bound at all times by the applicable procedures of the Depositary with respect to such terms and provisions and to be bound therebyseries. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to the Base Indentureholder of such Global Note.
Appears in 1 contract
Samples: Indenture (Nii Holdings Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this First Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this First Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this First Supplemental Indenture. Payment of principal, accrued and unpaid interest, and Additional Interest, if any, and premium, if any (including any Fundamental Change Repurchase Price, Repurchase Price or Redemption Price), on the Global Note shall be made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Indenture (Champion Enterprises Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Original Indenture and this Ninth Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Security shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Security to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Original Indenture or this Ninth Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Security on the Maturity Date shall be made to the Holder of such Note on the date of payment, unless a Regular Record Date for the payment of interest or other means of determining Noteholders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Ninth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Issuer and the Trustee, by their execution and delivery of this Ninth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: National Retail Properties, Inc.
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and Additional Interest, if any, and premium, if any (including any Fundamental Change Repurchase Price), on the Global Note shall be made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Encore Capital Group Inc
Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price, Repurchase Price or Redemption Price), on the Global Note shall be made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Pioneer Natural Resources Co)
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery 's certificate of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form authentication shall be substantially in the form of Exhibit A attached which is hereby incorporated in and expressly made a part of this Indenture. The Notes offered and sold (i) in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) to "qualified institutional buyers," as defined in Rule 144A ("QIBs"), in reliance on Rule 144A, in each case as provided in the Purchase Agreement, shall be issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the each, a "Global Note” attached thereto"). Each Any Global Note shall represent such be deposited on behalf of the outstanding Notes as shall be specified therein and each shall provide that it shall represent purchasers of the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary (and, in the case of Notes held in accordance with Regulation S, registered with the Depositary for the accounts of designated agents holding on behalf of the Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount at Maturity of a Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. The initial Depositary shall be the Depositary Trust Company. Successor Depositaries may be appointed by the Trustee. Except as provided in Section 2.10 and 2.13, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Notes in definitive form. Transferees of Notes who are not QIBs and did not purchase Notes sold in reliance on Regulation S under the Securities Act (referred to herein as the "Non-Global Purchasers") will receive certificated Notes in definitive form bearing the Restricted Notes Legend set forth in Exhibit A hereto ("Definitive Notes"). Definitive Notes shall be substantially in will bear the form of Restricted Notes Legend set forth on Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected unless removed in accordance with Section 305 of the Base Indenture2.13(b).
Appears in 1 contract
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Issuers and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Freeport McMoran Copper & Gold Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptions on the records permitted hereby. Any endorsement of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without to reflect the “Schedule amount of Exchanges of Interests any increase or decrease in the Global Note” attached thereto). The registration, registration amount of transfers and exchanges of outstanding Notes represented thereby shall be effected made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with Section 305 this Indenture. Payment of principal and accrued and unpaid interest on the Base Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the Form of Note are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
Appears in 1 contract
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or of other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trusteebeneficial holders of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)for any purpose. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, purchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 1 contract
Samples: Indenture (Town & Country Trust)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage. The Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal, Liquidated Damages, if any, and premium, if any (including any Repurchase Price or Designated Event Repurchase Price), on the Global Note shall be made to which any particular Notes are subjectthe holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Indenture (Sepracor Inc /De/)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a "Global Note"). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trusteebeneficial holders of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base Indentureholder of such Note; provided, however, that in respect of Notes submitted for conversion during a Registration Default (as defined in the Registration Rights Agreement), payment for Additional Interest shall be made as specified in the Registration Rights Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Walter Industries Inc /New/)
Form of Notes. The Notes shall of any Series may be substantially in the form set forth in Exhibit A heretoof different denominations and forms and may contain such variations of tenor and effect, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of Notes of different denominations or forms and in the Base Indenture provisions for the registration or transfer of Notes, and any Series of Notes may consist of Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, different sinking fund provisions, and partly of Notes carrying the benefit of a sinking fund and partly of Notes with no sinking fund provided therefor. Subject to the foregoing provisions and subject to any limitation as to the maximum principal amount of Notes of any particular Series, any Note may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation issued as part of any securities exchange or automated quotation system on which Series of Notes. The Notes and the Notes registration panel and certificate of the Trustee endorsed thereon may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached forms (which may include legends) as Exhibit A hereto the Directors shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, resolution determine prior to the extent any provision time of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern issue thereof and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of approved by the Trustee and the Depositary or its nominee. Definitive Notes based on an opinion of Counsel (pursuant to Section 4.1(c)), whose approval shall be substantially conclusively evidenced by their respective certifications thereof. Unless otherwise specified in the form Supplemental Indenture authorizing a Series of Exhibit A attached hereto (but without the Notes, every Global Note Legend thereon of such Series authenticated and without delivered by the Trustee shall bear a legend in substantially the following form: “Schedule of Exchanges of Interests in the Global Note” attached theretoUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO XXX XXXXXXX INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base IndentureANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”
Appears in 1 contract
Samples: Tim Hortons Inc.
Form of Notes. The Notes sold to Institutional Accredited Investors that are neither QIBs nor Non-U.S. Persons will be issued in definitive form in substantially the form of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto and such other legends as may be applicable thereto, which definitive Notes shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes held by QIBs shall be issued initially in the form of one or more global Notes (the "Restricted Global Note"), substantially in the form of Exhibit B hereto, with the legends as may be applicable thereto, which Restricted Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Depositary and registered in the name of Cede & Co. ("Cede") as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold to persons outside the United States (each, a "Non-U.S. Person") in reliance on Regulation S shall be issued initially in the form of a global Note (the "Regulation S Global Note"), substantially in the form of Exhibit C hereto, with the legends in substantially the form set forth in Exhibit A heretoC hereto and such other legends as may be applicable thereto, which Regulation S Global Note shall be deposited on behalf of the holders of the Notes represented thereby with or on behalf of the Depositary, and registered in the name of Cede as the Depositary's nominee, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of Euroclear and Cedel (or such other accounts as they may direct). Prior to and including the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Euroclear or Cedel Bank. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in this Article II. QIBs and, after the expiration of the Restricted Period, Non-U.S. Persons may request that definitive Notes be issued in exchange for Notes represented by the applicable global Note. In addition, if at any time the Depositary for the global Notes is incorporated unable or unwilling to act as Depositary and no successor Depositary is appointed pursuant to Section 2.5(c) herein, definitive Notes may be issued in and made exchange for Notes represented by the global Notes. Unless determined otherwise by the Company in accordance with applicable law, after the expiration of the Restricted Period, definitive Notes issued upon transfer or exchange of beneficial interests in Notes represented by the Regulation S Global Note shall not bear the legend set forth in Section 2.5(c). Any definitive Note issued to a part of QIB pursuant to this Supplemental Indentureparagraph shall bear the legend set forth in Section 2.5(c). Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the Company officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a global Note to reflect the amount of any special limitations increase or restrictions to which decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the holder of such Notes in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any particular Notes are subjectglobal Note shall be made in accordance with the provisions of Section 2.3 hereof. The terms and provisions contained in the form forms of Note Notes attached as Exhibit A Exhibits A, B and C hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Penn Treaty American Corp
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Tenth Supplemental Indenture Indenture, or as may be required by the Base Indenture or Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Tenth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Tenth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Tenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by the Notes shall be substantially in the form set forth as in Exhibit A hereto, which is incorporated in and made a part of this Supplemental IndentureIndenture above recited. Any of the Notes may have imprinted thereon such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular usage. Notes are subject. The terms offered and provisions contained sold in reliance on Rule 144A shall be issued initially in the form of Note attached one or more permanent global Notes in registered form, substantially in the form as Exhibit A hereto shall constituteabove recited (the "U.S. Global Note"), and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and deposited with the Trustee, as custodian for the Depositary, duly executed by their execution the Company and delivery authenticated by the Trustee as hereinafter provided. The aggregate principal amount of this Supplemental Indenturethe U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, expressly agree to such terms as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and provisions and to sold in offshore transactions in reliance on Regulation S shall be bound thereby. However, to issued initially in the extent any provision form of any Note conflicts one or more temporary global Notes in registered form substantially in the form as above recited (the "Temporary Offshore Global Note") deposited with the express provisions Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time beginning 40 days after the later of the Indenture, the provisions commencement of the Indenture shall govern offering and be controlling. the closing in connection with the Notes issued in global form shall be (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests hereto, one or more permanent global Notes in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be registered form substantially in the form as above recited (the "Permanent Offshore Global Note" and, together with the Temporary Offshore Global Note, the "Offshore Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the registrar shall reflect on its books and records the date and a decrease in the principal amount of Exhibit A attached hereto (but without the Temporary Offshore Global Note Legend thereon and without in an amount equal to the “Schedule principal amount of Exchanges of Interests the beneficial interest in the Temporary Offshore Global Note” attached theretoNote transferred. Notes offered and sold in reliance on Regulation D under the Securities Act of 1933 shall be issued in the form of permanent certificated Notes in registered form in substantially the form as above recited (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form as above recited (the "Offshore Physical Notes"). The registration, registration of transfers Offshore Physical Notes and exchanges of U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to as the "Global Notes". The definitive Notes shall be effected typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in accordance with Section 305 any other manner permitted by the rules of any securities exchange on which the Base IndentureNotes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.
Appears in 1 contract
Samples: Comcast Cable Communications Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Original Indenture and this Seventh Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Security shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Security to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Original Indenture or this Seventh Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Security on the Maturity Date shall be made to the Holder of such Note on the date of payment, unless a Regular Record Date for the payment of interest or other means of determining Noteholders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Seventh Supplemental Indenture and to the Companyextent applicable, any Guarantors the Issuer and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (National Retail Properties, Inc.)
Form of Notes. The Series A Notes and the Series B Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit Exhibits A heretoand B, respectively, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Global Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers, exchanges and redemptions on the records or issuances of additional Notes permitted hereby. Any endorsement of the Global Notes to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Depositary Holder of such Notes in accordance with this Indenture or its nomineeotherwise in accordance with the terms of this Indenture or the Depositary’s applicable procedures. Definitive Payment of principal (including any Change of Control Purchase Price) of, and accrued and unpaid interest, if any, on, the Global Notes shall be substantially made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges forms of Notes attached as Exhibits A and B hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be effected in accordance with Section 305 bound thereby. In the event of any conflict or inconsistency between the terms and provisions of the Base Note and the terms and provisions of this Indenture, the terms and provisions of this Indenture shall control.
Appears in 1 contract
Samples: Supplemental Indenture (H-L Distribution Service, LLC)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as that are not inconsistent with the provisions of this Supplemental Indenture the Indenture, or as may be required by the Base Indenture or Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.2.03
Appears in 1 contract
Samples: www.sec.gov
Form of Notes. The Notes and the Trustee's certificate ------------- of authentication shall be substantially in the form set forth in annexed hereto as Exhibit A heretoA, which is hereby incorporated in and expressly made a part of this Supplemental Indenture. Any The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the Notes may have such lettersform annexed hereto as Annex B, numbers or other marks of identification which is hereby incorporated in and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions expressly made a part of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectIndenture. The terms and provisions contained in the form forms of Note attached the Notes annexed hereto as Exhibit A hereto and Exhibit B shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and Indenture. To the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision Each series of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern Notes offered and be controlling. Notes issued sold in global form reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form of set forth in Exhibit A attached hereto (including the "U.S. Global Note Legend thereon Notes"), deposited with the Trustee, as custodian for the ----------------- Depositary, duly executed by the Company and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the The aggregate principal amount of outstanding each series of the U.S. Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions decreased by adjustments made on the records of the Trustee and Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Definitive Each series of Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global notes in registered form substantially in the form of set forth in Exhibit A attached hereto (but without the "Offshore Global Note Legend thereon Notes") deposited with the --------------------- Trustee, as custodian for the Depositary, duly executed by the Company and without authenticated by the “Schedule Trustee as hereinafter provided. The aggregate principal amount of Exchanges each series of Interests the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the Global Note” attached theretoform of permanent certificated securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). The registration, registration of transfers and exchanges of Notes issued pursuant to Section 206 ------------------- in exchange for interests in the Offshore Global Notes shall be effected in accordance with Section 305 the form of permanent certificated securities in registered form substantially in the Base Indentureform set forth in Exhibit A (the "Offshore Physical Notes"). ----------------------- The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively referred to herein as the "Physical Notes." The U.S. Global -------------- Notes and the Offshore Global Notes are sometimes collectively referred to herein as the "Global Notes". ------------
Appears in 1 contract
Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange National Securities Exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price, Repurchase Price or Redemption Price), on the records of the Trustee and the Depositary or its nominee. Definitive Notes Global Note shall be substantially made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto (but without the Global Note Legend thereon shall constitute, and without the “Schedule are hereby expressly made, a part of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base this Supplemental Indenture.
Appears in 1 contract
Form of Notes. The (A) (i) THE Bearer Notes of each Tranche will initially be represented on issue by either a single Temporary Bearer Global Note or a single Permanent Bearer Global Note. Each Temporary Bearer Global Note shall be exchangeable for either Definitive Bearer Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached or a Permanent Bearer Global Note in each case in accordance with the provisions set out therein. Each Permanent Bearer Global Note shall be exchangeable for Definitive Bearer Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, all as set out in such Permanent Bearer Global Note. All Bearer Global Notes shall be prepared, completed and delivered to a common depositary for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer, PT and the relevant Dealer(s) and, in each case, the Agency Agreement. (ii) Each Temporary Bearer Global Note shall be printed or typed in the form or substantially in the form set forth out in Exhibit A hereto, which is incorporated in Part I of Schedule 2 and made may be a part of this Supplemental Indenturefacsimile. Any Each Temporary Bearer Global Note shall have annexed thereto a copy of the Notes may have such letters, numbers applicable Pricing Supplement and shall be signed manually or other marks in facsimile by a person duly authorised by the Issuer on behalf of identification the Issuer and such notations, legends shall be authenticated by or endorsements as on behalf of the officers executing Principal Paying Agent. Each Temporary Bearer Global Note so executed and authenticated shall be a binding and valid obligation of the same may approve Issuer and title thereto shall pass by delivery. (execution thereof to iii) Each Permanent Bearer Global Note shall be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture printed or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained typed in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be or substantially in the form set out in Part II of Exhibit A attached hereto (including the Global Note Legend thereon Schedule 2 and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)may be a facsimile. Each Permanent Bearer Global Note shall represent such have annexed thereto a copy of the outstanding Notes as applicable Pricing Supplement and shall be specified therein and each shall provide that it shall represent signed manually or in facsimile by a person duly authorised by the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions Issuer on the records behalf of the Trustee Issuer and the Depositary or its nominee. Definitive Notes shall be substantially in authenticated by or on behalf of the form of Exhibit A attached hereto (but without the Principal Paying Agent. Each Permanent Bearer Global Note Legend thereon so executed and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes authenticated shall be effected in accordance with Section 305 a binding and valid obligation of the Base IndentureIssuer and title thereto shall pass by delivery.
Appears in 1 contract
Samples: Portugal Telecom SGPS Sa
Form of Notes. The Notes in definitive form ("definitive Notes") shall be substantially in the form of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto and such other legends as may be applicable thereto, which definitive Notes shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Unless issued in definitive form, Notes initially offered and sold in reliance on Rule 144A shall be issued in the form of one or more permanent global Notes (the "Restricted Global Note"), substantially in the form of Exhibit B hereto, with the legends in substantially the form set forth in Exhibit A B hereto and such other legends as may be applicable thereto, which Restricted Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold outside the United States in reliance on Regulation S may be evidenced in the form of one or more permanent global Notes (the "Regulation S Global Note"), substantially in the form of Exhibit C hereto, with the legends in substantially the form set forth in Exhibit C hereto and such other legends as may be applicable thereto, which Regulation S Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel or another agent member of Euroclear and Cedel acting for and on behalf of them, unless delivery is incorporated made through the Restricted Global Note in and made a part of this Supplemental Indentureaccordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in Section 2.5 below. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any global Note shall be made to which any particular Notes are subjectthe holder of such Note. The terms and provisions contained in the form forms of Note Notes attached as Exhibit A Exhibits A, B and C hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Indenture (Rac Financial Group Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Fifth Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, exchanges, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Fifth Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the date of payment, unless a Record Date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Fifth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Fifth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Boston Properties Inc
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture or Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Supplemental Indenture. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to In the extent any provision event of any Note conflicts with inconsistency between the express provisions of the Indenture, the provisions terms of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in a Note, the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such terms of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nomineeIndenture will control. Definitive All Notes shall be substantially in bear the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registrationTransfer Restriction Legend, registration of transfers and exchanges of Notes shall be effected unless removed in accordance with Section 305 of the Base Indenture2.06.
Appears in 1 contract
Form of Notes. The Series A Notes and the Series B Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit Exhibits A heretoand B, respectively, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Global Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers, exchanges and redemptions on the records or issuances of additional Notes permitted hereby. Any endorsement of the Global Notes to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Depositary Holder of such Notes in accordance with this Indenture or its nomineeotherwise in accordance with the terms of this Indenture or the Depositary’s applicable procedures. Definitive Payment of principal (including any Change of Control Purchase Price) of, and accrued and unpaid interest, if any, on, the Global Notes shall be substantially made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form forms of Exhibit Notes attached as Exhibits A attached and B hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In addition, to the extent required by Section 1275(c)(1)(A) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1275-3(b)(1), each Note issued at a discount to its stated redemption price at maturity shall bear a legend (but without the Global Note Legend thereon and without the “Schedule OID Legend”) in substantially the following form (with any necessary amendments thereto to reflect any amendments occurring after the Issue Date to the applicable sections): “FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE COMPANY AT HORIZON LINES, INC., 0000 XXXXXX XXXX, XXXXX 000, XXXXXXXXX, XXXXX XXXXXXXX 00000 ATTENTION: TREASURER, AND THE COMPANY WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE.” In the event of Exchanges of Interests in any conflict or inconsistency between the Global Note” attached thereto). The registration, registration of transfers terms and exchanges of Notes shall be effected in accordance with Section 305 provisions of the Base Note and the terms and provisions of this Indenture, the terms and provisions of this Indenture shall control.
Appears in 1 contract
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Seventh Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary or by the Nasdaq Stock Market, Inc. (or its successor) in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, exchanges, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Seventh Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the date of payment, unless a Record Date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Seventh Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Boston Properties LTD Partnership
Form of Notes. (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.5. The Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Indenture (RCN Corp /De/)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities relevant exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest, and Additional Interest, if any, on a Global Note shall be made to the holder of such Note on the records date of the Trustee payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and are hereby expressly made, a part of this Indenture and, to the Global extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note Legend thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenturecontrolling.
Appears in 1 contract
Samples: Indenture (Liberty Media Corp)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to indicate reflect transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any special limitations increase or restrictions decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to which any particular Notes are subjectthe Holder of such Note. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Wabash National Corp /De
Form of Notes. The Notes and the Authenticating Agent’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Transfer Agent or the Custodian, at the direction of the Paying Agent, in such manner and redemptions upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), on a Global Note shall be made to the Holder of such Note on the records date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The Form of Note, the Trustee Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Depositary or its nominee. Definitive Notes Form of Assignment and Transfer shall be substantially as set forth in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached Attachments 1, 2 and 3 thereto). The registration, registration of transfers respectively, which are incorporated into and exchanges of Notes shall be effected deemed a part of this Indenture, in accordance each case with Section 305 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 to be necessary or appropriate by the officers of the Base IndentureCompany executing such Notes, as evidenced by their execution of the Notes.
Appears in 1 contract
Samples: Indenture (Proofpoint Inc)
Form of Notes. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a "Global Note"). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of, interest on and premium, if any, on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 1 contract
Samples: Advanced Medical Optics (Advanced Medical Optics Inc)
Form of Notes. The Notes of each series shall be substantially in the form set forth attached as Exhibit A, or in Exhibit A such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, which is incorporated in each case with such appropriate provisions as are required or permitted by this Indenture, and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or placed thereon as may be required to comply with any law applicable laws or with any rule or regulation made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system DTC or as may, consistently herewith, be determined by the Officers of the Company executing such Notes, as evidenced by their execution thereof. If the form of Notes 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 Authentication Order contemplated by Section 2.02 with respect to the authentication and delivery of such Notes. The Trustee’s certificate of authentication shall be substantially in the form set forth in this Article. The Definitive Notes shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods, if required by any securities exchange on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate may be produced in any special limitations or restrictions to other manner permitted by the rules of any securities exchange on which any particular the Notes are subjectmay be listed, all as determined by the Officers of the Company executing such Notes, as evidenced by their execution of such Notes. The terms and provisions contained Notes of each series shall be issued on the Issue Date therefor in the form of a permanent global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made(each, a part of this Supplemental Indenture and “Global Note” and, collectively, the “Global Notes”), deposited with the Trustee, as custodian for DTC, duly executed by the Company, any Guarantors authenticated by the Trustee as hereinafter provided and dated the Trustee, by date of their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)authentication. Each Global Note shall represent such of may be represented by more than one certificate, if so required by DTC’s rules regarding the outstanding Notes as shall maximum principal amount to be specified therein and each shall provide that it shall represent the represented by a single certificate. The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions decreased by adjustments made on the records of the Trustee and the Depositary Trustee, as custodian for DTC or its nominee, as hereinafter provided. Definitive The principal of and interest on the Notes shall be substantially payable at the office or agency of the Company maintained for such purpose in Las Vegas, Nevada, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.03; provided, however, that at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the form United States of Exhibit A attached hereto (but without America maintained by the payee. Payments in respect of Notes represented by a Global Note Legend thereon (including principal, premium, if any, and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes interest) shall be effected in accordance with Section 305 made by wire transfer of immediately available funds to the Base Indentureaccounts specified by DTC.
Appears in 1 contract
Samples: Southwest Gas Corp
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A A-1 attached hereto in the case of the 2022 Global Notes and Exhibit A-2 attached hereto in the case of the 2024 Global Notes (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A-1 or Exhibit A-2, as applicable, attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes of the applicable series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in under the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall the Depositary (including, for this purpose, its nominee) may be effected in accordance with Section 305 treated by the Company, the Trustee and any agent of the Base IndentureCompany or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
Appears in 1 contract
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on the Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the CompanyApplicable Procedures. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial holders of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and Interest on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 1 contract
Samples: Indenture (Dress Barn Inc)
Form of Notes. The Notes and the Authenticating Agent’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Transfer Agent or the Custodian, at the direction of the Paying Agent, in such manner and redemptions upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), on the records Global Note shall be made to the holder of such Note on the Trustee date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Depositary or its nominee. Definitive Notes Form of Assignment and Transfer shall be substantially as set forth in the form of Exhibit A attached hereto (but without the Global Note Legend thereon Exhibits A, B, C and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registrationD, registration of transfers respectively, hereto, which are incorporated into and exchanges of Notes shall be effected deemed a part of this Indenture, in accordance each case with Section 305 such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the 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 to be necessary or appropriate by the officers of the Base IndentureCompany executing such Notes, as evidenced by their execution of the Notes.
Appears in 1 contract
Samples: Indenture (Proofpoint Inc)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, the terms and provisions of which is shall constitute, and are hereby expressly incorporated in and made a part of this Supplemental Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any Global Note shall bear a legend substantially to the following effect: “Except as otherwise provided in this Indenture, this Note may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Any of the Notes may have such letters, numbers or other marks of identification or designation and such notations, legends or endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, redemptions, cancellations, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary Company or its nominee. Definitive the Holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. Subject to the foregoing provisions of this Section 305 2.02, each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry the Base Indenturerights to interest, accrued and unpaid, and to accrue, that were carried by such other Note.
Appears in 1 contract
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Sixth Supplemental Indenture Indenture, or as may be required by the Base Indenture Depositary or by National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, exchanges, transfers or exchanges permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Sixth Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the date of payment, unless a Record Date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Sixth Supplemental Indenture and to the Companyextent applicable, any Guarantors the Company and the Trustee, by their execution and delivery of this Sixth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Boston Properties LTD Partnership
Form of Notes. The Notwithstanding anything to the contrary in the Base Indenture, the Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, the terms and provisions of which is shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Sixth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of Global Note may be endorsed with or have incorporated in the Notes may have text thereof such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are recitals or changes not inconsistent with the provisions of this Supplemental the Indenture as may be required by the Custodian or the Base Indenture Depositary, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation the rules and regulations of any securities exchange or automated quotation system on upon which the Notes may be listed or traded or designated for issuance, issuance or to conform to with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained Any endorsement of a Global Note to reflect the amount of any increase or decrease in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time shall be reduced made by the Trustee or increasedthe Custodian, as appropriate, to reflect exchanges and redemptions on at the records direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive Holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 the Indenture. Payment of principal (including the Base IndentureFundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.
Appears in 1 contract
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on the Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(a), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of and interest on and premium, if any, on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 1 contract
Samples: Indenture (Durect Corp)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated with such applicable legends as are provided for in and made a part of this Supplemental IndentureSection 2.03. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. The terms and provisions contained Notes shall be issued initially in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts one or more permanent Global Notes with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued applicable legends as provided in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Section 2.03. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nomineeholder of such Notes in accordance with this Indenture. Definitive Notes shall be substantially in the form Payment of Exhibit A attached hereto (but without principal and accrued and unpaid interest on the Global Note Legend thereon shall be made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and without the “Schedule of Exchanges of Interests provisions contained in the Global Note” forms of Note attached thereto). The registrationas Exhibit A hereto are incorporated herein and shall constitute, registration and are hereby expressly made, a part of transfers this Indenture and exchanges to the extent applicable, the Company and the Trustee, by their execution and delivery of Notes shall this Indenture, expressly agree to such terms and provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 1 contract
Samples: Network Equipment Technologies Inc
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A heretoA, the terms and provisions of which is shall constitute, and are hereby expressly incorporated in and made a part of this Supplemental the Indenture. Any To the extent applicable, the Company and the Trustee, by their execution and delivery of the Notes Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note may be endorsed with or have incorporated in the text thereof such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are recitals or changes not inconsistent with the provisions of this Supplemental the Indenture as may be required by the Note Custodian or the Base Indenture Depositary, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation the rules and regulations of any securities exchange or automated quotation system on upon which the Notes may be listed or traded or designated for issuance, issuance or to conform to with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on the records permitted hereby. Any endorsement of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without to reflect the “amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made on the Schedule of Exchanges of Interests Notes to such Global Note by the Trustee or the Note Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Global Note” attached thereto). The registration, registration Holder of transfers and exchanges of such Notes shall be effected in accordance with Section 305 the Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, the Redemption Price of (if applicable), accrued and unpaid interest on, and the consideration due upon conversion of, the Global Note shall be made to the Holder of such Note (or, in the case of consideration due upon conversion, such Holder or its designee, as the case may be) on the date of payment, unless a record date or other means of determining Holders of the Base IndentureNotes eligible to receive payment is provided for herein.
Appears in 1 contract
Samples: First Supplemental Indenture (Wabash National Corp /De)
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which is are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect purchases, conversions, transfers, exchanges or increasedissuances of additional Notes permitted hereby. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Purchase Price or Changes in Canadian Tax Law Purchase Price, as appropriateapplicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made to reflect exchanges and redemptions the holder of such Note on the records date of the Trustee payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and the Depositary or its nominee. Definitive Notes shall be substantially provisions contained in the form of Note attached as Exhibit A attached hereto (but without shall constitute, and are hereby expressly made, a part of this Indenture and, to the Global Note Legend thereon extent applicable, the Company and without the “Schedule Trustee, by their execution and delivery of Exchanges of Interests in the Global Note” attached thereto). The registrationthis Indenture, registration of transfers expressly agree to such terms and exchanges of Notes shall provisions and to be effected in accordance with Section 305 of the Base Indenturebound thereby.
Appears in 1 contract
Samples: Goldcorp Inc
Form of Notes. The Notes shall issued in global form will be substantially in the form set forth in of Exhibit A or Exhibit B hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). 2031 Notes issued in definitive form will be substantially in the form of Exhibit A hereto and 2050 Notes issued in definitive form will be substantially in the form of Exhibit B hereto (but, in each case, without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes of such series as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of such series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes of such series represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A or Exhibit B hereto, which is incorporated in as applicable, shall constitute, and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes of any series may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or as may be required for the Notes of such series to be tradable on any market existing or developed for trading of securities or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of such series may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes of any series are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a), all of the Notes of such series will be represented by one or more Global Notes. The terms transfer and provisions contained exchange of beneficial interests in any such Global Note shall be effected through the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of Depositary in accordance with this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions Applicable Procedures of the IndentureDepositary. Except as provided in Section 2.06(a), the provisions beneficial owners of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each a Global Note shall represent not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenture.
Appears in 1 contract
Samples: Essex Portfolio Lp
Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A heretoA, the terms and provisions of which is shall constitute, and are hereby expressly incorporated in and made a part of this Supplemental the Indenture. Any To the extent applicable, the Company and the Trustee, by their execution and delivery of the Notes Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note may be endorsed with or have incorporated in the text thereof such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are recitals or changes not inconsistent with the provisions of this Supplemental the Indenture as may be required by the Note Custodian or the Base Indenture Depositary, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation the rules and regulations of any securities exchange or automated quotation system on upon which the Notes may be listed or traded or designated for issuance, issuance or to conform to with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, transfers or exchanges and redemptions on the records permitted hereby. Any endorsement of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without to reflect the “Schedule amount of Exchanges of Interests any increase or decrease in the Global Note” attached thereto). The registration, registration amount of transfers and exchanges of Outstanding Notes represented thereby shall be effected made by the Trustee or the Note Custodian, at the written direction of the Company, in such manner and upon written instructions given by the Holder of such Notes in accordance with Section 305 the Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders of the Base IndentureNotes eligible to receive payment is provided for herein.
Appears in 1 contract
Samples: And (Arbor Realty Trust Inc)
Form of Notes. The Notes shall of any Series may be substantially in the form set forth in Exhibit A heretoof different denominations and forms and may contain such variations of tenor and effect, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of Notes of different denominations or forms and in the Base Indenture provisions for the registration or transfer of Notes, and any Series of Notes may consist of Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, different sinking fund provisions, and partly of Notes carrying the benefit of a sinking fund and partly of Notes with no sinking fund provided therefor. Subject to the foregoing provisions and subject to any limitation as to the maximum principal amount of Notes of any particular Series, any Note may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation issued as part of any securities Series of Notes previously issued. The Notes and the registration panel and certificate of the Trustee endorsed thereon may be in such form or forms (which may include legends) as the Directors shall by resolution determine prior to the time of issue thereof and as shall be approved by the Trustee, whose approval shall be conclusively evidenced by its certification thereof. The Notes of any Series may be engraved, lithographed, printed, mimeographed or typewritten, or partly in one form and partly in another, as the Corporation may determine, provided that if a Note is issued in mimeographed or typewritten form, the Corporation, on the demand of the Holder thereof, shall make available within a reasonable time after such demand, without expense to such Holder, an engraved, lithographed or printed Note in exchange therefor. Every Global Note of each Series of Notes authenticated and delivered by the Trustee shall bear a legend in substantially the following form: This Note is a Global Note within the meaning of the Trust Indenture hereinafter referred to and is registered in the name of a Depository or a nominee thereof. Unless this Note is presented by an authorized representative of The Canadian Depository for Securities Limited ("CDS") to Crystallex International Corporation or its agent for registration of transfer, exchange or automated quotation system on which payment, and any Note issued in respect thereof is registered in the Notes may be listed name of CDS & Co., or designated for issuancein such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & Co., or to conform to usage such other entity as is requested by an authorized representative of CDS), any transfer, pledge or other use hereof for value or otherwise by or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in person is wrongful since the form of Note attached as Exhibit A hereto shall constituteregistered holder hereof, and are hereby expressly madeCDS & Co., a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 of the Base Indenturehas an interest herein.
Appears in 1 contract
Samples: Crystallex International Corp
Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretoshall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptions on permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of, interest (including Liquidated Damages, if any, and Additional Interest, if any) on and premium, if any, on any Global Note shall be made to the Base Indentureholder of such Note.
Appears in 1 contract
Samples: Macerich Co
Form of Notes. The Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, which is incorporated in and made are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture Indenture, or as may be required by the Base Indenture Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the form name of Note attached as Exhibit A hereto shall constitutethe Depositary or the nominee of the Depositary (a “Global Note”). The transfer, redemption, repurchase, exchange, and are hereby expressly made, a part all dispositions of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with this Supplemental Indenture and the Companyapplicable procedures of the Depositary. Except as provided in Section 2.05(b), any Guarantors and the Trusteebeneficial owners of a Global Note shall not be entitled to have certificates registered in their names, by their execution and will not receive or be entitled to receive physical delivery of this Supplemental Indenture, expressly agree to certificates in definitive form and will not be considered Holders of such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions on redemptions, repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the records amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee Trustee, in such manner and upon instructions given by the Depositary or its nominee. Definitive Holder of such Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 305 this Indenture. Payment of principal of, interest on and premium, if any, on any Global Note shall be made to the Holder of such Note. So long as any Notes are represented by one or more Global Notes, the parties hereto will be bound at all times by the applicable procedures of the Base IndentureDepositary with respect to such Notes.
Appears in 1 contract