Further Issuances. (i) The Issuer may from time to time, without notice to or consent of the Holders of the Notes, create and issue an unlimited principal amount of additional notes (the “Additional Notes”) of the same series as the Notes. Such Additional Notes may be issued in one or more series and with the same or different ISIN as the outstanding Notes; provided, however, that unless such Additional Notes are issued under a separate ISIN number, such Additional Notes are issued either (i) pursuant to a “qualified reopening” of the outstanding Notes, (ii) with less than a de minimis amount of original issue discount or (iii) otherwise as part of the same “issue” as the outstanding Notes, in each case for U.S. federal income tax purposes. (ii) Any such Additional Notes, together with the Notes, will constitute a single series of notes under this Indenture. Other than the foregoing, there is no limitation on the amount of Notes or other debt securities that the Issuer or its Subsidiaries may issue under this Indenture and there is no restriction on the Issuer issuing notes of a different series that may have preferential rights to the Notes or notes with similar or different provisions to those described herein. (iii) For the avoidance of doubt, Additional Notes of the same series of the Notes which may be issued by the Issuer, shall constitute one series and the provisions of this Indenture shall apply to the Additional Notes that may be issued as aforesaid (including that to the extent that on the date of issuance of the Additional Notes the Notes shall be registered for trading on Tel Aviv Stock Exchange Limited (“TASE”) platform for trading by institutional investors, the TACT Institutional, also known as the “TASE-UP” (the “TASE-UP”), the Additional Notes shall also be registered for trading on TASE-UP and the issuance thereof shall be subject to the approval of the TASE). For the avoidance of doubt, Holders of the Additional Notes of the same series of the Notes shall not be entitled to any interest payments in respect of any interest period which ended prior to the date of issuance of the Additional Notes. (iv) To the extent the discount rate to be determined for the Additional Notes to be issued as part of a series expansion differs from the discount rate of the Notes outstanding as at such time (including lack of discount, if relevant), the Issuer shall apply to the Israeli Tax Authority (the “ITA”), prior to the issuance of the Additional Notes, in order to obtain its approval that, for purposes of withholding tax from the discount fees in respect of the Notes, a uniform discount rate shall be determined for the Notes based on a formula that weights the different discount rates in the Notes, if any (the “Weighted Discount Rate”). (v) In the event that such approval is obtained, the Issuer will calculate the Weighted Discount Rate in respect of all Notes, notify the Trustee, publish an immediate report on the website (Magna) of the Israel Securities Authority (the “ISA”) and the TASE announcement system (MAYA) with respect to the discount rate determined for the Additional Notes and the uniform Weighted Discount Rate for the entire series of Notes, in close proximity after the increase of the Notes’ series, and will withhold relevant taxes according to the Weighted Discount Rate and as required by Applicable Law. In such case, all other provisions of Applicable Law relating to taxation of discount fees shall apply. If such approval is not obtained, the Issuer shall publish an immediate report on the website (Magna) of the ISA and the TASE announcement system (MAYA), and inform the Trustee that no approval has been obtained and that the discount fee shall be the highest discount created in connection with the issuance of the Notes’ series and shall withhold from the discount with respect to the Notes in accordance with the highest discount rate applicable to the series.
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Further Issuances. (i) The Issuer may from time to time, without notice to or consent of the Holders of the Notes, create and issue an unlimited principal amount of additional notes (the “Additional Notes”) of the same series as the Notes. Such Additional Notes may be issued in one or more series and with the same or different ISIN or other identifying number as the outstanding Notes; provided, however, provided that unless such Additional Notes are will be issued under a separate ISIN number, such Additional Notes are issued either (i) pursuant to a “qualified reopening” of the outstanding Notes, (ii) with less than a de minimis amount of original issue discount or (iii) otherwise as part of the same “issue” ISIN or other identifying number as the outstanding Notes, in each case Notes only if they are fungible with the outstanding Notes for U.S. federal income tax purposes.
(ii) Any such Additional Notes, together with the Notes, will constitute a single series of notes under this Indenture. Other than the foregoing, there is no limitation on the amount of Notes or other debt securities that the Issuer or its Subsidiaries may issue under this Indenture and there is no restriction on the Issuer issuing notes of a different series that may have preferential rights to the Notes or notes with similar or different provisions to those described herein.
(iii) For the avoidance of doubt, Additional Notes of the same series of the Notes which may be issued by the Issuer, shall constitute one series and the provisions of this Indenture shall apply to the Additional Notes that may be issued as aforesaid (including that to the extent that on the date of issuance of the Additional Notes the Notes shall be registered for trading on Tel Aviv Stock Exchange Limited (“TASE”) platform for trading by institutional investors, the TACT Institutional, also known as the “TASE-UP” (the “TASE-UP”), the Additional Notes shall also be registered for trading on TASE-UP TACT Institutional and the issuance thereof shall be subject to the approval of the TASE). For the avoidance of doubt, Holders of the Additional Notes of the same series of the Notes shall not be entitled to any interest payments in respect of any interest period which ended prior to the date of issuance of the Additional Notes.
(iv) To the extent the discount rate to be determined for the Additional Notes to be issued as part of a series expansion differs from the discount rate of the Notes outstanding as at such time (including lack of discount, if relevant), the Issuer shall apply to the Israeli Tax Authority (the “ITA”)tax authority, prior to the issuance of the Additional Notes, in order to obtain its approval that, for purposes of withholding tax from the discount fees in respect of the Notes, a uniform discount rate shall be determined for the Notes based on a formula that weights the different discount rates in the Notes, as determined in the Weighted Discount Rate “Green Track” tax ruling number 907 (or another applicable tax ruling), if any (the “Weighted Discount Rate”).
(v) In the event that such approval is obtained, the Issuer will calculate the Weighted Discount Rate in respect of all Notes, notify the Trustee, publish an immediate report on the website (Magna) of the Israel Securities Authority (the “ISA”) and the TASE announcement system (MAYA) with respect to the discount rate determined for the Additional Notes and the uniform Weighted Discount Rate for the entire series of Notes, in close proximity after the increase of the Notes’ series, and will withhold relevant taxes according to the Weighted Discount Rate and as required by Applicable Law. In such case, all other provisions of Applicable Law relating to taxation of discount fees shall apply. If such approval is not obtained, the Issuer shall publish an immediate report on the website (Magna) of the ISA and the TASE announcement system (MAYA), and inform the Trustee that no approval has been obtained and that the discount fee shall be the highest discount created in connection with the issuance of the Notes’ series and shall withhold from the discount with respect to the Notes in accordance with the highest discount rate applicable to the series.
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Samples: Indenture
Further Issuances. (i) The Issuer may from time to time, without notice to or consent of the Holders of the Notes, create and issue an unlimited principal amount of additional notes (the “Additional Notes”) of the same series as the Notes. Such Additional Notes may be issued in one or more series and with the same or different ISIN or other identifying number as the outstanding Notes; provided, however, that unless such Additional Notes are issued under a separate ISIN number, such Additional Notes are issued either (i) pursuant to a “qualified reopening” of the outstanding Notesfor U.S. federal income tax purposes, (ii) with less than a de minimis amount of original issue discount or (iii) otherwise as part of the same “issue,” as the outstanding Notes, in each case for for U.S. federal income tax purposes.
(ii) Any such Additional Notes, together with the Notes, will constitute a single series of notes under this Indenture. Other than the foregoing, there is no limitation on the amount of Notes or other debt securities that the Issuer or its Subsidiaries may issue under this Indenture and there is no restriction on the Issuer issuing notes of a different series that may have preferential rights to the Notes or notes with similar or different provisions to those described herein.
(iii) For the avoidance of doubt, Additional Notes of the same series of the Notes which may be issued by the Issuer, shall constitute one series and the provisions of this Indenture shall apply to the Additional Notes that may be issued as aforesaid (including that to the extent that on the date of issuance of the Additional Notes the Notes shall be registered for trading on Tel Aviv Stock Exchange Limited (“TASE”) platform for trading by institutional investors, the TACT Institutional, also known as the “TASE-UP” (the “TASE-UP”)TASECH, the Additional Notes shall also be registered for trading on TASE-UP TASECH and the issuance thereof shall be subject to the approval of the TASE). For the avoidance of doubt, Holders of the Additional Notes of the same series of the Notes shall not be entitled to any interest payments in respect of any interest period which ended prior to the date of issuance of the Additional Notes.
(iv) To the extent the discount rate to be determined for the Additional Notes to be issued as part of a series expansion differs from the discount rate of the Notes outstanding as at such time (including lack of discount, if relevant), the Issuer shall apply to the Israeli Tax Authority tax authority (the “ITA”), prior to the issuance of the Additional Notes, in order to obtain its approval that, for purposes of withholding tax from the discount fees in respect of the Notes, a uniform discount rate shall be determined for the Notes based on a formula that weights the different discount rates in the Notes, as determined in the Weighted Discount Rate “Green Track” tax ruling number 907 (or another applicable tax ruling), if any (the “Weighted Discount Rate”).
(v) In the event that such approval is obtained, the Issuer will calculate the Weighted Discount Rate in respect of all Notes, notify the Trustee, publish an immediate report on the website (Magna) of the Israel Securities Authority (the “ISA”) and the TASE announcement system (MAYA) with respect to the discount rate determined for the Additional Notes and the uniform Weighted Discount Rate for the entire series of Notes, in close proximity after the increase of the Notes’ series, and will withhold relevant taxes according to the Weighted Discount Rate and as required by Applicable Law. In such case, all other provisions of Applicable Law relating to taxation of discount fees shall apply. If such approval is not obtained, the Issuer shall publish an immediate report on the website (Magna) of the ISA and the TASE announcement system (MAYA), and inform the Trustee that no approval has been obtained and that the discount fee shall be the highest discount created in connection with the issuance of the Notes’ series and shall withhold from the discount with respect to the Notes in accordance with the highest discount rate applicable to the series.
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Samples: Indenture
Further Issuances. (i) The Issuer may from time to time, without notice to or consent of the Holders of the Notes, create and issue an unlimited principal amount of additional notes (the “Additional Notes”) of the same series as the Notes. Such Additional Notes may be issued in one or more series and with the same or different ISIN as the outstanding Notes; provided, however, that unless such Additional Notes are issued under a separate ISIN numberISIN, such Additional Notes are issued either (i) pursuant to a “qualified reopening” of reopening”of the outstanding Notes, (ii) with less than a de minimis amount of original issue discount or (iii) otherwise as part of the same “issue” as the outstanding Notes, in each case for U.S. federal income tax purposes.
(ii) Any such Additional Notes, together with the Notes, will constitute a single series of notes under this Indenture. Other than the foregoing, there is no limitation on the amount of Notes or other debt securities that the Issuer or its Subsidiaries may issue under this Indenture and there is no restriction on the Issuer issuing notes of a different series that may have preferential rights to the Notes or notes with similar or different provisions to those described herein.
(iii) For the avoidance of doubt, Additional Notes of the same series of the Notes which may be issued by the Issuer, shall constitute one series and the provisions of this Indenture shall apply to the Additional Notes that may be issued as aforesaid (including that to the extent that on the date of issuance of the Additional Notes the Notes shall be registered for trading on Tel Aviv Stock Exchange Limited (“TASE”) platform for trading by institutional investors, the TACT Institutional, also known as the “TASE-UP” (the “TASE-UP”), the Additional Notes shall also be registered for trading on TASE-UP and the issuance thereof shall be subject to the approval of the TASE). For the avoidance of doubt, Holders of the Additional Notes of the same series of the Notes shall not be entitled to any interest payments in respect of any interest period which ended prior to the date of issuance of the Additional Notes.
(iv) To the extent the discount rate to be determined for the Additional Notes to be issued as part of a series expansion differs from the discount rate of the Notes outstanding as at such time (including lack of discount, if relevant), the Issuer shall apply to the Israeli Tax Authority (the “ITA”), prior to the issuance of the Additional Notes, in order to obtain its approval that, for purposes of withholding tax from the discount fees in respect of the Notes, a uniform discount rate shall be determined for the Notes based on a formula that weights the different discount rates in the Notes, if any (the “Weighted Discount Rate”).
(v) In the event that such approval is obtained, the Issuer will calculate the Weighted Discount Rate in respect of all Notes, notify the Trustee, publish an immediate report on the website (Magna) of the Israel Securities Authority (the “ISA”) and the TASE announcement system (MAYA) with respect to the discount rate determined for the Additional Notes and the uniform Weighted Discount Rate for the entire series of Notes, in close proximity after the increase of the Notes’ series, and will withhold relevant taxes according to the Weighted Discount Rate and as required by Applicable Law. In such case, all other provisions of Applicable Law relating to taxation of discount fees shall apply. If such approval is not obtained, the Issuer shall publish an immediate report on the website (Magna) of the ISA and the TASE announcement system (MAYA), and inform the Trustee that no approval has been obtained and that the discount fee shall be the highest discount created in connection with the issuance of the Notes’ series and shall withhold from the discount with respect to the Notes in accordance with the highest discount rate applicable to the series.
Appears in 1 contract
Samples: Indenture
Further Issuances. (ia) The Issuer Company may from time to time, without notice to or the consent of the Holders of the NotesNotes of any Series, create and issue Additional Notes of any Series of Notes, having the same terms as, and ranking equally and ratably with, such Series of Notes in all respects (except with respect to the issue date, registration rights and, if applicable, the payment of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes). These Additional Notes will be Guaranteed by the Subsidiary Guarantors on the same basis as the Initial Notes (in the case of any Initial Series) or the initial Notes of the applicable Additional Series (in the case of any Additional Series) and will be consolidated into and form a single Series with, and will have the same terms as to redemption, waivers, amendments or otherwise as the applicable Initial Notes (in the case of any Initial Series) or the initial Notes of the applicable Additional Series (in the case of any Additional Series), and will vote together as one class with the other Notes of the same Series on all matters with respect to the notes of such Series. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an unlimited Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(i) the Series and aggregate principal amount of additional notes (the “Additional Notes”) of the same series as the Notes. Such such Additional Notes may to be issued in one or more series authenticated and with delivered pursuant to this Indenture;
(ii) the same or different issue price, the issue date and the CUSIP and/or ISIN as the outstanding number of such Additional Notes; provided, however, that unless no Additional Notes may be issued at a price that would cause such Additional Notes are issued under a separate ISIN number, such Additional Notes are issued either (i) pursuant to a have “qualified reopeningoriginal issue discount” within the meaning of Section 1273 of the outstanding NotesCode, (ii) with less other than a de minimis amount of original issue discount or (iii) otherwise as part within the meaning of Section 1273 of the same “issue” as the outstanding Notes, in each case for U.S. federal income tax purposes.
(ii) Any such Additional Notes, together with the Notes, will constitute a single series of notes under this Indenture. Other than the foregoing, there is no limitation on the amount of Notes or other debt securities that the Issuer or its Subsidiaries may issue under this Indenture and there is no restriction on the Issuer issuing notes of a different series that may have preferential rights to the Notes or notes with similar or different provisions to those described herein.Code; and
(iii) For the avoidance of doubt, whether such Additional Notes of the same series of the Notes which may be issued by the Issuer, shall constitute one series and the provisions of this Indenture shall apply to the Additional Notes that may be issued as aforesaid (including that to the extent that on the date of issuance of the Additional Notes the Notes shall be registered for trading on Tel Aviv Stock Exchange Limited (“TASE”) platform for trading by institutional investors, the TACT Institutional, also known as the “TASE-UP” (the “TASE-UP”), the Additional Notes shall also be registered for trading on TASE-UP and the issuance thereof shall be subject to the approval of the TASE). For the avoidance of doubt, Holders of the Additional restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes of the same series of the Notes shall not be entitled to any interest payments in respect of any interest period which ended prior to the date of issuance of the Additional and Restricted Definitive Notes.
(ivb) To The Company may also from time to time, without notice to or the extent consent of the discount rate to be determined for the Additional Notes to be issued as part of a series expansion differs from the discount rate Holders of the Notes outstanding of any Series, create and issue one or more series of notes different from any of the Initial Series (any such different series, an “Additional Series”). Notes of any Additional Series may have terms different than the Notes of any Initial Series and will be treated as at a separate Series of Notes under this Indenture for purposes of redemption, waivers, amendments or otherwise. Each Additional Series of Notes shall be authorized by a Board Resolution and shall be issued pursuant to a supplemental indenture hereto. With respect to any such time (including lack of discount, if relevant)Additional Series, the Issuer Company shall apply set forth in a Board Resolution, a supplemental indenture hereto and an Officers’ Certificate, a copy of each of which shall be delivered to the Israeli Tax Authority Trustee, the following information:
(i) the “ITA”), prior to the issuance title of the Additional Notes, in order to obtain its approval that, for purposes Series (which shall distinguish the Notes of withholding tax that particular Series from the discount fees in respect Notes of any other Series);
(ii) any limit upon the aggregate principal amount of the NotesNotes of the Additional Series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Additional Series pursuant to Sections 2.7, 2.8, 2.11 or 3.06);
(iii) the issue price or prices (expressed as a uniform discount rate shall be determined for percentage of the principal amount thereof) at which the Notes based of the Additional Series will be issued;
(iv) the date or dates on a formula that weights which the different discount rates in principal of the Notes, if any (Notes of the “Weighted Discount Rate”).Additional Series is payable;
(v) In the event that such approval is obtainedrate or rates (which may be fixed or variable) per annum or, if applicable, the Issuer method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Notes of the Additional Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;
(vi) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Notes of the Additional Series may be redeemed, in whole or in part, at the option of the Company;
(vii) the obligation, if any, of the Company to redeem or purchase the Notes of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Notes of the Additional Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(viii) the dates, if any, on which and the price or prices at which the Notes of the Additional Series will calculate be repurchased by the Weighted Discount Rate Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;
(ix) if other than the principal amount thereof, the portion of the principal amount of the Notes of the Additional Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;
(x) the currency of denomination of the Notes of the Additional Series;
(xi) the designation of the currency, currencies or currency units in respect which payment of all Notesthe principal of and interest and premium, notify the Trusteeif any, publish an immediate report on the website (Magna) Notes of the Israel Securities Authority Additional Series will be made;
(xii) if payments of principal of or interest or premium, if any, on the “ISA”) and Notes of the TASE announcement system (MAYA) Additional Series are to be made in one or more currencies or currency units other than that or those in which such Notes are denominated, the manner in which the exchange rate with respect to such payments will be determined;
(xiii) the discount rate manner in which the amounts of payment of principal of or interest and premium, if any, on the Notes of the Additional Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
(xiv) the provisions, if any, relating to any collateral provided for the Additional Notes and the uniform Weighted Discount Rate for the entire series of Notes, in close proximity after the increase of the Notes’ series, and will withhold relevant taxes according Additional Series;
(xv) any addition to or change in the Weighted Discount Rate and as required by Applicable Law. In such case, all other provisions of Applicable Law relating covenants set forth in Articles 4 or 5 that applies to taxation of discount fees shall apply. If such approval is not obtained, the Issuer shall publish an immediate report on the website (Magna) Notes of the ISA Additional Series;
(xvi) any addition to or change in the Events of Default which applies to any Notes of the Additional Series and any change in the TASE announcement system (MAYA), and inform right of the Trustee that no approval has been obtained or the requisite Holders of such Notes to declare the principal amount thereof due and that payable pursuant to Section 6.02;
(xvii) the discount fee shall be the highest discount created in connection with the issuance terms and conditions, if any, for conversion of the Notes’ series and shall withhold from Notes into or exchange of the discount Notes for shares of common stock or preferred stock of the Company that apply to Notes of the Additional Series;
(xviii) any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Notes of such Additional Series if other than those appointed herein;
(xix) the terms and conditions, if any, upon which the Notes of the Additional Series shall be subordinated in accordance right of payment to other Indebtedness of the Company;
(xx) if applicable, that the Notes of the Additional Series, in whole or any specified part, shall be defeasible pursuant to Article 8; and
(xxi) any other terms of the Notes of the Additional Series (which terms shall not be inconsistent with the highest discount rate provisions of this Indenture, except as permitted by Section 9.01, but which may modify or delete any provision of this Indenture insofar as it applies to such Series). Any of the information above may be specified by reference to provisions of this Indenture which will (or will not be) applicable to the seriessuch Additional Series of Notes.
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