General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited. (b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof. (c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable): (1) the title of such series; (2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series; (3) the issue date or issue dates of the Securities of such series; (4) the Scheduled Maturity Date of the Securities of such series; (5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable; (6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount; (7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined; (8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable; (9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension; (10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company; (11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation; (12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05); (13) whether such securities are subordinated securities and if so, the provisions for such subordination; (14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof; (15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts; (16) the basis upon which interest shall be calculated; (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions; (18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company; (19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable; (20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made; (21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined; (22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both; (23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series; (24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein; (25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04; (26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series; (27) any covenant solely for the benefit of the Securities of such series; (28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and (29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 8 contracts
Samples: Indenture (Aceto Corp), Indenture (Aceto Corp), Indenture (Center Bancorp Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(22) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2923) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 5 contracts
Samples: Indenture (Invesco Mortgage Capital Inc.), Indenture (Invesco Mortgage Capital Inc.), Indenture (Handschy Holdings, LLC)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at variable)at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Price(s)or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities Securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 5 contracts
Samples: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp), Indenture (Leucadia National Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1a) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
series (3) the issue date or issue dates of which shall distinguish the Securities of such series from Securities of any other series);
(4b) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect Person to the Securities whom any interest on a Security of such series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(6c) whether the date or dates on which the principal of the Securities of such series will be issued at par or at a premium over or a discount from their face amountis payable;
(7d) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(e) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10f) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(11g) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12h) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(16i) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(19j) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20k) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21l) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(22m) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(n) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(23o) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25p) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26q) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(27r) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(28s) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(t) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(u) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(29v) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 5 contracts
Samples: Indenture (HIVE Digital Technologies Ltd.), Indenture (HIVE Digital Technologies Ltd.), Indenture (HIVE Blockchain Technologies Ltd.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on the related Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and upon such terms, all as shall be provided for in or pursuant to the period Board Resolution or periods within whichin or pursuant to the supplemental indenture creating that series. The Company may from time to time, without the Redemption Price(s) or Repayment Price(s) or other price or prices at whichconsent of Holders of a series of Securities, and any other issue further securities having terms and conditions upon which the Securities identical to those of such series of Securities so that any further issue is consolidated and forms a single series with such series of Securities; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be redeemed, repaid, issued as part of the same series of any Securities that are issued with a different amount of OID or purchased, are not issued with OID. There may also be established in whole or pursuant to a Board Resolution or in part, or pursuant to such obligation;
(12) a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including Euros) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a currency or currencies or units based on or related to currencies (including Euros) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including Euros) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 Article Twelve of this Indenture to the Securities of such series;
(13) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 4.03 is 101 hereof);
(14) the subordination of the Securities of such series to any other indebtedness of the Company, including the Securities of any other series;
(15) whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of another series);
(16) if applicable, that such Securities shall not be issued in the covenants form of Securities set forth in Exhibit A-1 that are subject to Covenant Defeasance under Section 4.03Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A-2; and
(2917) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 4 contracts
Samples: Indenture (Arauco & Constitution Pulp Inc), Indenture (Arauco & Constitution Pulp Inc), Indenture (Arauco & Constitution Pulp Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 4 contracts
Samples: Indenture (Handschy Holdings, LLC), Indenture (Invesco Mortgage Capital Inc.), Indenture (Invesco Mortgage Capital Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof, but all Securities issued hereunder shall be subordinate and junior in right and payment, to the extent and in the manner set forth in Article XIII, to all Senior Indebtedness of the Company.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(1514) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(1615) the basis upon which interest shall be calculated;
(1716) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(1817) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(1918) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2019) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2120) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(2221) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(2322) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(2423) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2524) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2625) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(2726) any covenant solely for the benefit of the Securities of such series;
(2827) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(2928) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 4 contracts
Samples: Subordinated Indenture (Pinnacle Financial Partners Inc), Subordinated Indenture (Air Industries Group), Subordinated Indenture (Engility Holdings, Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1a) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
series (3) the issue date or issue dates of which shall distinguish the Securities of such series from Securities of any other series);
(4b) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect Person to the Securities whom any interest on a Security of such series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(6c) whether the date or dates on which the principal of the Securities of such series will be issued at par or at a premium over or a discount from their face amountis payable;
(7d) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(e) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10f) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(11g) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12h) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(16i) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(19j) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20k) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21l) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(22m) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(n) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(23o) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25p) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26q) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(27r) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(28s) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(t) any amendments or modifications to the subordination provisions in Article XII;
(u) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(v) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(29w) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 4 contracts
Samples: Indenture (HIVE Digital Technologies Ltd.), Indenture (HIVE Digital Technologies Ltd.), Indenture (HIVE Blockchain Technologies Ltd.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 3 contracts
Samples: Indenture (Great Wolf Resorts, Inc.), Indenture (Wendy's/Arby's Group, Inc.), Indenture (Dana Holding Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 13.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(22) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2923) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 3 contracts
Samples: Indenture (Great Wolf Resorts, Inc.), Indenture (Wendy's/Arby's Group, Inc.), Indenture (Dana Holding Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property of the Company or another Person, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or of any other Person or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations, and the maturity date of the principal amount of such Securities of that series (which may be fixed or extendible), and the rate or rates (which may be fixed or floating) per annum at which the Securities of that series will bear interest, if any, or the method of determining such rate or rates, and the payment dates and record dates relating to such interest payments;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(249) any trusteesthe percentage of their principal amount at which such Securities will be issued, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 402(b) of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 3 contracts
Samples: Subordinated Indenture (Heftel Capital Trust Ii), Subordinated Indenture (Eex Corp), Subordinated Indenture (Eex Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Class A Shares or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto; all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 3 contracts
Samples: Indenture (Apollo Global Management LLC), Indenture (Apollo Global Management LLC), Indenture (Apollo Global Management LLC)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property of the Company or another Person, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or of any other Person or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations, and the maturity date of the principal amount of the Securities of that series (which may be fixed or extendible), and the rate or rates (which may be fixed or floating) per annum at which the Securities of that series will bear interest, if any, or the method of determining such rate or rates, and the payment dates and record dates relating to such interest payments;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(249) any trusteesthe percentage of their principal amount at which such Securities will be issued, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 402(b) of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 3 contracts
Samples: Senior Indenture (Clear Channel Communications Inc), Senior Indenture (Eex Corp), Senior Indenture (Eex Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 3 contracts
Samples: Indenture (Diamond Offshore Drilling Inc), Indenture (Diamond Offshore Drilling Inc), Indenture (Union Pacific Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities Securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section Sections 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 2 contracts
Samples: Indenture (ITT Corp), Indenture (Itt Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares shares;
(2) the price or securities prices at which, the period or periods within which and the terms and conditions upon which Securities of entities unaffiliated with the Company series may be redeemed, in whole or any Subsidiary in part, at the option of the Company, pursuant to any sinking fund or otherwise;
(193) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(4) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(205) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(216) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(227) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(8) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(239) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2510) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2611) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2712) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2813) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(14) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(15) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2916) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Subordinated Indenture (Plains E&p Co), Subordinated Indenture (Plains Exploration & Production Co)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ ' Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1i) the title of such series;
(2ii) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3iii) the issue date or issue dates of the Securities of such series;
(4iv) the Scheduled Maturity Date of the Securities of such series;
(5v) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6vi) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7vii) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determineddetermined and the basis upon which interest shall be calculated;
(8) viii) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9ix) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11x) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12xi) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.053.5);
(13xii) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14xiii) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15xiv) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17xv) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or or conditions;
(18xvi) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19xvii) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “"Specified Currency”") in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20xviii) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21xix) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23xx) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24xxi) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25xxii) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or provable in bankruptcy pursuant to Section 5.045.4;
(26xxiii) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27xxiv) any covenant solely for the benefit of the Securities of such series;
(28xxv) the inapplicability of Section 4.02 Sections 4.2 and Section 4.03 4.3 of this Indenture to the Securities of such series and if Section 4.03 4.3 is applicable, the covenants subject to Covenant Defeasance under Section 4.034.3; and
(29xxvi) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ ' Certificate and Opinion of Counsel required by Section 3.03 3.3 hereof at the time of issuance of each such Security, but such Officers’ ' Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 3.3 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.033.3, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (ix) a series may be reopened for issuances of additional Securities of such series, and (iiy) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 2 contracts
Samples: Indenture (Barrett Business Services Inc), Indenture (Craft Brew Alliance, Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into common stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If ; all of the Securities issuable by upon such terms as may be determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Indenture (Turner Broadcasting System Inc), Indenture (Time Warner Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities Securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) whether the Securities of such series will by guaranteed by any Person or Persons other than the Guarantor and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(24) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(2425) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2526) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2627) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(2728) any covenant solely for the benefit of the Securities of such series;
(2829) the inapplicability of Section Sections 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(2930) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, provided that if the additional Securities of such series are not fungible with the Securities in such series for U.S. federal income tax purposes such additional Securities will have a separate CUSIP number and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 2 contracts
Samples: Indenture (Xylem Inc.), Indenture (ITT Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided denominations of $2,000 and integral multiples of $1,000 in Section 3.05);
(13) whether such securities are subordinated securities and if soexcess thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities that, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Indenture (Revlon Inc /De/), Indenture (Taylor Morrison Home Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided denominations of $2,000 and integral multiples of $1,000 in Section 3.05);
(13) whether such securities are subordinated securities and if soexcess thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities that, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any amendments or modifications to the subordination provisions in Article XIII;
(22) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Indenture (Revlon Inc /De/), Indenture (Taylor Morrison Home Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer a supplemental indenture or officers authorized by such an Officers’ Certificate pursuant to authority granted under a Board Resolution) shall establish , subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into common stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution, supplemental indenture or Officers’ Certificate pursuant to authority granted under a Board Resolution;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which series; all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution, supplemental indenture or Officers’ Certificate pursuant to authority granted under a Board Resolution with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution, the supplemental indenture or the Officers’ Certificate pursuant to authority granted under a Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Indenture (Home Box Office, Inc.), Indenture (Time Warner Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one a Board Resolution or more Board Resolutions, by an Officers’ Certificate or by one or more indentures indenture supplemental hereto. Any The Securities of each such series may bear such date or dates, be payable at such place or places, have such Stated Maturity or Maturities, be issuable at such premium over or discount from their principal amount, bear interest at such rate or rates, from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be redeemable or repayable at such Redemption Price or Prices or Repayment Price or Prices, as the case may be, whether at the option of the Holder or otherwise, and upon such terms, all as shall be provided for in or pursuant to the Board Resolution or in the supplemental indenture (or, creating that series. There may also be established in the case of a series of Securities created or pursuant to a Board ResolutionResolution or in a supplemental indenture prior to the issuance of Securities of each such series, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):provision for:
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include except shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) if a sinking or purchase fund or other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payableanalogous obligation;
(203) if a limitation on the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or boththe Securities of that series;
(234) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(255) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(266) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(277) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Sections 1006, 1007, 1008 and 1009 that shall be applicable to the Securities of that series;
(28) 8) the inapplicability of Section 4.02 and Section 4.03 section 403 of this Indenture to the Securities of such series and any covenant with respect to Section 403(b) established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(9) if Section 4.03 is applicablethe Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities; and
(2910) any other terms of the securities of series, all upon such series (which terms shall not as may be inconsistent determined in or pursuant to a Board Resolution or in a supplemental indenture with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identical, identical in tenor and effect except for the initial Interest Payment Date, issue price, initial interest accrual date as to denomination and the amount of the first interest paymentexcept if issued pursuant to Section 311. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Indenture (Baker Hughes Inc), Indenture (Baker Hughes Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on the related Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and upon such terms, all as shall be provided for in or pursuant to the period Board Resolution or periods within whichin or pursuant to the supplemental indenture creating that series. The Company may from time to time, without the Redemption Price(s) or Repayment Price(s) or other price or prices at whichconsent of Holders of a series of Securities, and any other issue further securities having terms and conditions upon which the Securities identical to those of such series of Securities so that any further issue is consolidated and forms a single series with such series of Securities; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be redeemed, repaid, issued as part of the same series of any Securities that are issued with a different amount of OID or purchased, are not issued with OID. There may also be established in whole or pursuant to a Board Resolution or in part, or pursuant to such obligation;
(12) a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 Article Twelve of this Indenture to the Securities of such series;
(13) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 4.03 is 101 hereof);
(14) the subordination of the Securities of such series to any other indebtedness of the Company, including the Securities of any other series;
(15) whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of another series);
(16) if applicable, that such Securities shall not be issued in the covenants form of Securities set forth in Exhibit A-1 that are subject to Covenant Defeasance under Section 4.03Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A-2; and
(2917) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 2 contracts
Samples: Indenture (Arauco & Constitution Pulp Inc), Indenture (Arauco & Constitution Pulp Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Price(s)or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 2 contracts
Samples: Indenture (Brown Forman Corp), Indenture (Brown Forman Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. The Securities of each series under this Indenture shall rank pari passu in right of payment amongst themselves. All Securities under this Indenture shall be unsecured unless otherwise specified in an indenture supplemental hereto. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securitiesmay bear such date or dates, including the following (as and to be payable at such extent as may place or places, be applicable):
(1) the title of issued with such series;
(2) the limit, if any, upon the aggregate principal amount amounts and in such authorized denominations, have such Stated Maturity or issue price of the Securities of Maturities, be issuable at such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) and may be convertible into Class A Subordinate Voting Stock or other price or prices at whichsecurities, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or of the Company or otherwise, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock of the Company Company, including Class A Subordinate Voting Stock, or any Subsidiary subsidiary of the Company or another Person or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including Euros) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or the Holders thereof or otherwise, in any a currency or currencies or units based on or related to currencies (including Euros) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including Euros) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) a limitation on the aggregate principal amount of Securities of that series;
(7) the exchange of Securities of such that series, at the option of the Holders thereofthereof or of the Company or otherwise, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a temporary or permanent Global Security or Global Securities, the covenants subject to Covenant Defeasance under terms and conditions, if any, upon which such temporary or permanent Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such temporary or permanent Global Security or Global Securities (if other than the Depositary specified in Section 4.031.01 hereof); and
(2914) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only shall be issuable only in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that securities which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities issued under this Indenture may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. The Securities shall be direct, unsecured (unless one or more series of Securities is secured pursuant to the provision of a supplement to this Indenture) obligations of the Company and shall rank without preference or priority among themselves and pari passu with all existing and future unsecured and unsubordinated Indebtedness of the Company, provided, that if any existing or future Indebtedness of the Company or any Subsidiary or any other Person is secured by any Lien on any Property of the Company or any Subsidiary, whether such Lien is assumed or created or otherwise brought into existence prior to the issuance of any Securities under this Indenture or thereafter, then such Securities shall be secured to the extent provided in Section 10.10 hereof. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any The Securities of each such series may bear such date or dates, be payable at such place or places, have such Stated Maturity or Maturities, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on the related Regular Record Dates, or may bear no interest, and may be redeemable or repayable at such Redemption Price or Prices or Repayment Price or Prices, as the case may be, whether at the option of the Holder or otherwise, and upon such terms, all as shall be provided for in or pursuant to the Board Resolution or in or pursuant to the supplemental indenture (or, creating that series. There may also be established in the case of a series of Securities created or pursuant to a Board ResolutionResolution and, any officer subject to Section 3.3, set forth, or officers authorized by determined in the manner provided, in an Officers' Certificate, or pursuant to a supplemental indenture prior to the issuance of Securities of each such Board Resolution) shall establish the terms of any such series of Securitiesseries, including the following (as and to such extent as may be applicable):provision for:
(1a) the title of such seriesthe Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(2b) the limit, if any, any limit upon the aggregate principal amount or issue price of the Securities of such seriesthe series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 hereof and except for any Securities which, pursuant to Section 3.3 hereof, are deemed never to have been authenticated and delivered hereunder);
(3c) the issue date or issue dates Person to whom any interest on a Security of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable, if other than the Person in whose name the Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(6d) whether the date or dates on which the principal or installments of principal of any Securities of the series is payable and any rights to extend such series will be issued at par date or at a premium over or a discount from their face amountdates and the duration of such extension;
(7e) the rate or rates (which may be fixed or variable) per annum at which the Securities of such the series shall will bear interest, if any, and, if applicable, interest or the method by which such rate or rates may shall be determined;
(8) , the date or dates (from which such interest will accrue or the method by which such date or dates may shall be determined) from which interest, determined and the right (if any, shall accrue, and the Interest Payment Dates on which ) to extend such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods dates and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11f) the obligation, if any, of the Company to redeem, repay, repay or purchase any Securities of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the any Securities of such the series shall be redeemed, repaid, repaid or purchased, in whole or in part, pursuant to such obligation;
(12g) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the any Securities of such the series will shall be issued issuable;
(which may be any denomination as set forth in the terms of such Securitiesh) if other than U.S. $1,000 or an integral multiple the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 hereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19i) if other than U.S. dollarssuch coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the foreign coin or composite currency or currencies (each such currency a “Specified Currency”) in which payment of the Securities principal of such series shall be denominated (and in which payments of principal, premium, if any, ) and interest, if any, or additional amountson the Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, if any, payable with respect to such Securities shall or may be payableincluding for purposes of the definition of "Outstanding" in Section 1.1;
(20j) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such the series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21k) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such the series may be determined by with reference to an index based on a coin or currency other than that in which the relative value of one Securities are stated to be payable or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulaspursuant to a formula, the manner in which such amounts shall be determined;
(22l) any provisions permitted by this Indenture relating to Events of Default or covenants of the exchange Company with respect to such series of Securities of such series, Securities;
(m) if the principal amount payable at the option Stated Maturity of the Holders thereof, for other any Securities of the same series will not be determinable as of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in any one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect dates prior to the Securities of such series if other than Stated Maturity, the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(n) if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.2 or Section 13.3 or both such seriesSections and, if other than by a Company Order, the principal amount thereof, that manner in which any election by the Company to defease such Securities shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04evidenced;
(26o) if applicable, that any Event Securities of Default with respect the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A and any circumstances in addition to or in lieu of those set forth in Sections 2.4, 3.4 and 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(p) providing collateral to the Trustee to secure payment of the principal of (and premium, if any) and interest on the Securities of such any series, if not set forth herein, or any modification and provisions for the release of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03collateral; and
(29q) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture), but which including, without limitation, any terms required or appropriate to establish one or more series of Securities issued in a Periodic Offering. All Securities of any one series (other than Securities offered in a Periodic Offering) shall be substantially identical except as to denomination and except as may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by otherwise be provided in or pursuant to any the Board Resolution are not referred to be issued at one time, it shall not be necessary to deliver above and set forth in the Officers’ ' Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each referred to above or in any such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Securityindenture supplemental hereto. If any series of Securities shall be the terms of the series, including the form of Security of such series, are established by action taken pursuant to any a Board Resolution, the execution by the officer or officers authorized by such Board Resolution a copy of an Authentication Order (as defined in Section 3.03 below) with respect to appropriate record of such action setting forth the first Security terms of such series to shall be issuedcertified by the Secretary or an Assistant Secretary or other authorized officer of the Company, and the delivery of such Authentication Order delivered to the Trustee at or before prior to the time of issuance delivery of the first Security Company Order contemplated by Section 3.3 hereof for the authentication and delivery of such seriesseries of Securities. With respect to Securities of a series offered in a Periodic Offering, shall constitute a sufficient record such Board Resolution and Officers' Certificate or supplemental indenture may provide general terms or parameters for Securities of such actionseries and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 3.3. Except as otherwise permitted by Section 3.03, if all Any terms or provisions in respect of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders under this Indenture may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series determined pursuant to the aforementioned Board Resolution. Unless otherwise provided this Section by or pursuant to the providing in a Board Resolution or supplemental indenture creating for the method by which such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series terms or provisions shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without couponsdetermined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities public offering price of such seriesSecurities;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the index used to determine any payments to be made on the Securities;
(7) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) 8) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, and any other the terms and conditions upon which the which, Securities of such series may be redeemed or repaid, as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(119) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(1210) if other than denominations of $1,000 and any integral multiple thereof, the issuance denominations in which Securities of such series shall be issuable;
(11) any limit upon the aggregate principal amount of the Securities of such series in whole which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in part exchange for, or in global form andlieu of, if soother Securities of such series pursuant to Section 3.04, the identity of the Depositary 3.05, 3.06, 9.06 or 11.07 and except for such global security any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and the terms and conditionsdelivered hereunder);
(12) provisions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option with regard to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of or the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2313) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2514) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2615) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2716) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article 10 or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2817) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(18) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2919) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If ; all of the Securities issuable by upon such terms as may be determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (General Dynamics Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or
Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture Agreement (Invesco Mortgage Capital Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that securities which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. The Securities issued under this Indenture shall be direct, unsecured (unless one or more series of Securities is secured pursuant to the provision of a supplement to this Indenture) obligations of the Company and shall rank without preference or priority among themselves and pari passu with all existing and future unsecured and unsubordinated indebtedness of the Company, provided, that if any future indebtedness of the Company is secured, then the Securities issued under this Indenture shall be secured to the extent provided in Section 10.10 hereof. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any The Securities of each such series may bear such date or dates, be payable at such place or places, have such Stated Maturity or Maturities, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on the related Regular Record Dates, or may bear no interest, and may be redeemable or repayable at such Redemption Price or Prices or Repayment Price or Prices, as the case may be, whether at the option of the Holder or otherwise, and upon such terms, all as shall be provided for in or pursuant to the Board Resolution or in or pursuant to the supplemental indenture (or, creating that series. There may also be established in the case of a series of Securities created or pursuant to a Board ResolutionResolution and, any officer subject to Section 3.3, set forth, or officers authorized by determined in the manner provided, in an Officers' Certificate, or pursuant to a supplemental indenture prior to the issuance of Securities of each such Board Resolution) shall establish the terms of any such series of Securitiesseries, including the following (as and to such extent as may be applicable):provision for:
(1a) the title of such seriesthe Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);
(2b) the limit, if any, any limit upon the aggregate principal amount or issue price of the Securities of such seriesthe series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 hereof and except for any Securities which, pursuant to Section 3.3 hereof, are deemed never to have been authenticated and delivered hereunder);
(3c) the issue date or issue dates Person to whom any interest on a Security of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable, if other than the Person in whose name the Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(6d) whether the date or dates on which the principal or installments of principal of any Securities of the series is payable and any rights to extend such series will be issued at par date or at a premium over or a discount from their face amountdates;
(7e) the rate or rates (which may be fixed or variable) per annum at which the Securities of such the series shall will bear interest, if any, and, if applicable, interest or the method by which such rate or rates may shall be determined;
(8) determined and the date or dates (from which such interest will accrue or the method by which such date or dates may shall be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11f) the obligation, if any, of the Company to redeem, repay, repay or purchase any Securities of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the any Securities of such the series shall be redeemed, repaid, repaid or purchased, in whole or in part, pursuant to such obligation;
(12g) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the any Securities of such the series will shall be issued issuable;
(which may be any denomination as set forth in the terms of such Securitiesh) if other than U.S. $1,000 or an integral multiple the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 hereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19i) if other than U.S. dollarssuch coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the foreign coin or composite currency or currencies (each such currency a “Specified Currency”) in which payment of the Securities principal of such series shall be denominated (and in which payments of principal, premium, if any, ) and interest, if any, or additional amountson the Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, if any, payable with respect to such Securities shall or may be payableincluding for purposes of the definition of "Outstanding" in Section 1.1;
(20j) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such the series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21k) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such the series may be determined by with reference to an index based on a coin or currency other than that in which the relative value of one Securities are stated to be payable or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulaspursuant to a formula, the manner in which such amounts shall be determined;
(22l) any provisions permitted by this Indenture relating to Events of Default or covenants of the exchange Company with respect to such series of Securities of such series, Securities;
(m) if the principal amount payable at the option Stated Maturity of the Holders thereof, for other any Securities of the same series will not be determinable as of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in any one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect dates prior to the Securities of such series if other than Stated Maturity, the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(n) if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.2 or Section 13.3 or both such seriesSections and, if other than by a Company Order, the principal amount thereof, that manner in which any election by the Company to defease such Securities shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04evidenced;
(26o) if applicable, that any Event Securities of Default with respect the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A and any circumstances in addition to or in lieu of those set forth in Sections 2.4, 3.4 and 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(p) providing collateral to the Trustee to secure payment of the principal of (and premium, if any) and interest on the Securities of such any series, if not set forth herein, or any modification and provisions for the release of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03collateral; and
(29q) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture), but which including, without limitation, any terms required or appropriate to establish one or more series of Securities issued in a Periodic Offering. All Securities of any one series (other than Securities offered in a Periodic Offering) shall be substantially identical except as to denomination and except as may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by otherwise be provided in or pursuant to any the Board Resolution are not referred to be issued at one time, it shall not be necessary to deliver above and set forth in the Officers’ ' Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each referred to above or in any such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Securityindenture supplemental hereto. If any series of Securities shall be the terms of the series, including the form of Security of such series, are established by action taken pursuant to any a Board Resolution, the execution by the officer or officers authorized by such Board Resolution a copy of an Authentication Order (as defined in Section 3.03 below) with respect to appropriate record of such action setting forth the first Security terms of such series to shall be issuedcertified by the Secretary or an Assistant Secretary or other authorized officer of the Company, and the delivery of such Authentication Order delivered to the Trustee at or before prior to the time of issuance delivery of the first Security Company Order contemplated by Section 3.3 hereof for the authentication and delivery of such seriesseries of Securities. With respect to Securities of a series offered in a Periodic Offering, shall constitute a sufficient record such Board Resolution and Officers' Certificate or supplemental indenture may provide general terms or parameters for Securities of such actionseries and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 3.3. Except as otherwise permitted by Section 3.03, if all Any terms or provisions in respect of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders under this Indenture may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series determined pursuant to the aforementioned Board Resolution. Unless otherwise provided this Section by or pursuant to the providing in a Board Resolution or supplemental indenture creating for the method by which such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series terms or provisions shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without couponsdetermined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 311, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaid, as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period in a coin or periods within which, and the terms and conditions upon which, such election may be made;
currency (21including a composite currency) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner than that in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.the
Appears in 1 contract
Samples: Indenture (Tca Cable Tv Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(1514) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(1615) the basis upon which interest shall be calculated;
(1716) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(1817) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(1918) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2019) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2120) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(2221) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(2322) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(2423) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2524) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2625) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(2726) any covenant solely for the benefit of the Securities of such series;
(2827) the inapplicability applicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(2928) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. The Securities of each series under this Indenture shall rank pari passu in right of payment amongst themselves. All Securities under this Indenture shall be unsecured unless otherwise specified in an indenture supplemental hereto and shall constitute senior indebtedness of the Company ranking on parity with all of the Company's other unsecured and unsubordinated indebtedness. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securitiesmay bear such date or dates, including the following (as and to be payable at such extent as may place or places, be applicable):
(1) the title of issued with such series;
(2) the limit, if any, upon the aggregate principal amount amounts and in such authorized denominations, have such Stated Maturity or issue price of the Securities of Maturities, be issuable at such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) and may be convertible into Class A Subordinate Voting Stock or other price or prices at whichsecurities, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or of the Company or otherwise, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock of the Company Company, including Class A Subordinate Voting Stock, or any Subsidiary subsidiary of the Company or another Person or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including Euros) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or the Holders thereof or otherwise, in any a currency or currencies or units based on or related to currencies (including Euros) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including Euros) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) a limitation on the aggregate principal amount of Securities of that series;
(7) the exchange of Securities of such that series, at the option of the Holders thereofthereof or of the Company or otherwise, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a temporary or permanent Global Security or Global Securities, the covenants subject to Covenant Defeasance under terms and conditions, if any, upon which such temporary or permanent Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such temporary or permanent Global Security or Global Securities (if other than the Depositary specified in Section 4.031.01 hereof); and
(2914) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only shall be issuable only in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into common stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by upon such terms as may be determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Aol Time Warner Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer a supplemental indenture or officers authorized by such an Officers’ Certificate pursuant to authority granted under a Board Resolution) shall establish , subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into common stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution, supplemental indenture or Officers’ Certificate pursuant to authority granted under a Board Resolution;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which series; all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution, supplemental indenture or Officers’ Certificate pursuant to authority granted under a Board Resolution with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution, the supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Home Box Office, Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any addition, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Union Pacific Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.,
Appears in 1 contract
Samples: Indenture (Union Pacific Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof, but all Securities issued hereunder shall be subordinate and junior in right and payment, to the extent and in the manner set forth in Article XIII, to all Senior Indebtedness of the Company.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(1514) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(1615) the basis upon which interest shall be calculated;
(1716) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(1817) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(1918) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2019) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2120) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(2221) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(2322) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(2423) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2524) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2625) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(2726) any covenant solely for the benefit of the Securities of such series;
(2827) the inapplicability applicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(2928) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Subordinated Indenture (ServisFirst Bancshares, Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and Outstanding at any time delivered and outstanding under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1a) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
series (3) the issue date or issue dates of which shall distinguish the Securities of such series from Securities of any other series);
(4b) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect Person to the Securities whom any interest on a Security of such series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(6c) whether the date or dates on which the principal of the Securities of such series will be issued at par or at a premium over or a discount from their face amountis payable;
(7d) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(e) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10f) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(11g) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12h) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(16i) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(19j) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20k) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21l) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(22m) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07, 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(n) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23o) provisions, if any, with regard to the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25p) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26q) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(27r) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to Article X or Section 1.01 or any definitions otherwise applicable to the Securities of that series;
(28s) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(t) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(29u) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If , all of the Securities issuable by upon such terms as may be determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Time Warner Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities Securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, the Paying Agent and the Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and and, if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer Authorized Officer or officers Officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Indenture (PepsiCo Singapore Financing I Pte. Ltd.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Time Warner Cable Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 13.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Time Warner Cable Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution and set forth in an Officers' Certificate or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limit, if any, upon any limit on the aggregate principal amount or issue price of the Securities of such seriesthe series that may be authenticated and delivered under this Indenture;
(3) the issue date or issue dates of on which the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, principal and additional amounts, if any, payable premium with respect to the Securities of such series shall be is payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(74) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, interest (if any, and, if applicable, ) or the method by which of determining such rate or rates may be determined;
(8) rates, the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which such interest shall be payable or the method by which such dates will be determined and the Regular Record Date for any interest payable on any Interest Payment Date and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
(5) the currency or currencies or units based on or related to currencies in which Securities of the series shall be denominated and in which payments of principal of, and any premium and interest on, such Securities shall or may be payable, if other than U.S. dollars, the place or places, if any, in addition to or instead of the corporate trust office of the Trustee where the principal, premium and interest with respect to Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaid, as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) whether Securities of such series are to be issued in registered form or bearer form or both and, if Securities are to be issued in bearer form, whether coupons will be attached to them, whether Securities of the series which are in bearer form may be exchanged for Securities of the series issued in registered form, and the circumstances under which and the places at which any such exchanges, if permitted, may be made;
(8) if any Securities of such series are to be issued in bearer form or as one or more Global Securities representing individual Securities of the series in bearer form, whether certain provisions for the payment of additional interest or tax redemptions shall apply; whether interest with respect to any portion of a temporary Security of the series in bearer form payable with respect to any Interest Payment Date prior to the exchange of such temporary Security in bearer form for definitive Securities of the series in bearer form shall be paid to any clearing organization with respect to the portion of such temporary Security in bearer form held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; and the terms upon which a temporary Security in bearer form may be exchanged for one or more definitive Securities of the series;
(9) the obligation, if any, of the Company to redeempurchase, repay, redeem or purchase any of the repay Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemedpurchased, repaid, redeemed or purchasedrepayed, in whole or in part, pursuant to such obligation;
(1210) provisions, if any, with regard to the issuance conversion or exchange of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1911) if other than U.S. dollarsdenominations of $1000 and any integral multiple thereof, the foreign or composite currency or currencies (each such currency a “Specified Currency”) denominations in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payableissuable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment of principal, premium, if any, interest, if any, premium or other sum payable interest with respect to the Securities of such series may be determined by with reference to the relative value of one an index or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulaspursuant to a formula, the manner in which such amounts shall will be determined;
(2213) if the exchange principal amount payable at the Stated Maturity of Securities of such seriesseries will not be determinable as of any one or more dates prior to such Stated Maturity, at the option of the Holders thereof, for other Securities of the same series of the same aggregate amount that will be deemed to be such principal amount as of a different authorized kind any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or different authorized denomination or denominationswhich will be deemed to be outstanding as of any such date, or bothand, if necessary, the manner of determining the equivalent thereof in United States currency;
(2314) any changes or additions to the appointment by the Trustee provisions of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, this Indenture dealing with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such seriesdefeasance;
(2415) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trusteeprincipal amount thereof, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04bankruptcy;
(2616) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties, assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the Trust Indenture Act of 1939, as amended, are applicable and any corresponding changes to provisions of this Indenture as then in effect;
(17) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture that shall be applicable to the Securities of such series and any change in the right of the Trustee or the Holders to declare the principal, premium and interest with respect to such Securities due and payable;
(18) if Section 4.03 is applicablethe Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Securities or Securities;
(19) any Authenticating or Paying Agents, transfer agents or Registrars;
(20) the applicability of, and any addition to Covenant Defeasance under Section 4.03or change in, Article X or in the terms then set forth in this Indenture relating to permitted consolidations, mergers or sales of assets;
(21) the terms, if any, of any guarantee of the payment of principal, premium, and interest with respect to Securities of the series and any corresponding changes to the provisions of this Indenture as then in effect;
(22) the subordination, if any, of the Securities of the series pursuant to this Indenture and any changes or additions to the provisions of this Indenture relating to subordination;
(23) with regard to Securities of the series that do not bear interest, the dates for certain required reports to the Trustee; and
(2924) any other terms of the securities of such series (which series. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution and set forth in an Officers' Certificate or in a supplemental indenture with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Time Warner Telecom Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 13. The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(1514) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(1615) the basis upon which interest shall be calculated;
(1716) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(1817) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(1918) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2019) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2120) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(2221) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(22) whether the Securities of such series will be guaranteed by any Person or Persons and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section Sections 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and;
(29) any other deletions from, modifications of or additions to the subordination provisions of Article 13 with respect to the subordination terms of the securities Securities of such series series; and
(which 30) any other terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, provided that if the additional Securities of such series are not fungible with the Securities in such series for U.S. federal income tax purposes such additional Securities will have a separate CUSIP number and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Subordinated Indenture (Xylem Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on the related Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and upon such terms, all as shall be provided for in or pursuant to the period Board Resolution or periods within whichin or pursuant to the supplemental indenture creating that series. The Company may from time to time, without the Redemption Price(s) or Repayment Price(s) or other price or prices at whichconsent of Holders of a series of Securities, and any other issue further Securities having terms and conditions upon which the Securities identical to those of such series of Securities so that any further issue is consolidated and forms a single series with such series of Securities; provided that if any further Securities are not fungible with such series of Securities for United States Federal income tax purposes, such further Securities shall have separate CUSIP and ISIN numbers. There may also be redeemed, repaid, established in or purchased, in whole pursuant to a Board Resolution or in part, or pursuant to such obligation;
(12) a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including Euros) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a currency or currencies or units based on or related to currencies (including Euros) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including Euros) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 Article Twelve of this Indenture to the Securities of such series;
(13) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 4.03 is 101 hereof);
(14) the subordination of the Securities of such series to any other indebtedness of the Company, including the Securities of any other series;
(15) whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of another series);
(16) if applicable, that such Securities shall not be issued in the covenants form of Securities set forth in Exhibit A-1 that are subject to Covenant Defeasance under Section 4.03Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A-2; and
(2917) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Indenture (Arotech Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date date or dates on which the principal and premium, if any, of the Securities of such seriesseries are payable;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Indenture (Amcol International Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) . places to the issue date Holders of Securities registered as such on such Regular Record Dates, or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, may bear no interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed redeemable or variable) repayable at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate Redemption Price or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property of the Company or another Person, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or of any other Person or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(216) if the aggregate principal amount of any payment the Securities of principalthat series is to be limited, premiumsuch limitations, if anyand the maturity date of the principal amount of the Securities of that series (which may be fixed or extendible), and the rate or rates (which may be fixed or floating) per annum at which the Securities of that series will bear interest, if any, or other sum payable with respect the method of determining such rate or rates, and the payment dates and record dates relating to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determinedinterest payments;
(227) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(249) any trusteesthe percentage of their principal amount at which such Securities will be issued, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2712) any covenant solely for the benefit applicability of Section 402(b) of this Indenture to the Securities of such series;
(2813) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the inapplicability subordination of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicableto any other indebtedness of the Company, including without limitation, the covenants subject to Covenant Defeasance under Section 4.03Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;; 13
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. 14 Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Dana Holding Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such series;series is payable; 13
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 13.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;; 14
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(22) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2923) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Dana Holding Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer Resolution or officers authorized by such Board Resolution) shall establish in an indenture supplemental hereto prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 13.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Time Warner Cable Internet Holdings II LLC)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such series are convertible into common stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2921) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by upon such terms as may be determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Time Warner Inc/)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one a Board Resolution or more Board Resolutions, by an Officers’ Certificate or by one or more indentures indenture supplemental hereto. Any The Securities of each such series may bear such date or dates, be payable at such place or places, have such Stated Maturity or Maturities, be issuable at such premium over or discount from their face value, bear interest at such rate or rates, from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be redeemable or repayable at such Redemption Price or Prices or Repayment Price or Prices, as the case may be, whether at the option of the Holder or otherwise, and upon such terms, all as shall be provided for in or pursuant to the Board Resolution or in the supplemental indenture (or, creating that series. There may also be established in the case of a series of Securities created or pursuant to a Board ResolutionResolution or in a supplemental indenture prior to the issuance of Securities of each such series, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):provision for:
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include except shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) if a sinking or purchase fund or other than U.S. dollars, analogous obligation;
(3) a limitation on the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which aggregate principal amount of the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payablethat series;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(224) the exchange or conversion of Securities of such that series, at the option of the Holders thereof, for or into other Securities of the same series of the same aggregate principal amount of a different authorized kind series or different authorized denomination or denominations, or bothother securities;
(235) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(256) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(267) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(27) 8) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Sections 1006 and 1007 that shall be applicable to the Securities of that series;
(289) the inapplicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series and any covenant with respect to Section 403(b) established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(10) if Section 4.03 is applicablethe Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities; and
(2911) any other terms of the securities of series, all upon such series (which terms shall not as may be inconsistent determined in or pursuant to a Board Resolution or in a supplemental indenture with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identical, identical in tenor and effect except for the initial Interest Payment Date, issue price, initial interest accrual date as to denomination and the amount of the first interest paymentexcept if issued pursuant to Section 311. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be deter- mined.
Appears in 1 contract
Samples: Indenture (Neiman Marcus Group Inc)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. All upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, 29 21 hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock common stock, preferred stock, indebtedness or securities of any kind of the Company, any subsidiary of the Company or any Subsidiary of the Company third party or securities Securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European 30 22 Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other Securities or instruments, groups or indexes of Securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to any other indebtedness of the Company, including without limitation, the Securities of any other series;
(15) if the Securities of the series are to be deposited as trust assets in a CCCI Capital Trust, the name of the applicable CCCI Capital Trust (which shall distinguish such statutory business trust from all other CCCI Capital Trusts) into which the Securities of the series are to be deposited as trust assets and the date of its Declaration of Trust;
(16) the applicability of Section 1202(b) and any changes or additions to Article Twelve, including the addition of additional covenants that may be subject to Covenant Defeasance under the covenant defeasance option pursuant to Section 4.031202(b)(ii); and
(2917) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. 32 24 The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Ccci Capital Trust Iii)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Securityholders registered as such on the related Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and upon such terms, all as shall be provided for in or pursuant to the period Board Resolution or periods within whichin or pursuant to the supplemental indenture creating that series. Notwithstanding any statement in the Indenture to the contrary, the Redemption Price(s) Bank will not issue additional new Securities that are treated for non-tax purposes as a single series with the original new Securities but are treated as a separate series for U.S. federal income tax purposes. There may also be established in or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole pursuant to a Board Resolution or in part, or pursuant to such obligation;
(12) a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18a) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company Bank or any Subsidiary of the Company Bank or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(19b) a sinking or purchase fund or other analogous obligation;
(c) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including Euros) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20d) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Bank or a holder thereof, in any a currency or currencies or units based on or related to currencies (including Euros) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21e) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including Euros) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(22f) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(g) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23h) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25i) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or provable in bankruptcy pursuant to Section 5.045.4;
(26j) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(27k) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(28l) the inapplicability applicability of Section 4.02 and Section 4.03 Article Twelve of this Indenture to the Securities of such series;
(m) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 1.1 hereof);
(n) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Bank, including the Securities of any other series;
(o) whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of another series); and
(29p) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Banco Santander Chile)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and Outstanding at any time delivered under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount Series as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):Series:
(1) the title of the Securities of such seriesSeries (which shall distinguish the Securities of such Series from Securities of any other Series);
(2) the limit, if any, any limit upon the aggregate principal amount or issue price of the Securities of such seriesSeries which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to Section 3.04, 3.05, 3.06, 9.06, and 11.08 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the issue date or issue dates of the Securities Person to whom any interest on a Security of such seriesSeries shall be payable, if other than the 61 - 51 - Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the Scheduled Maturity Date date or dates on which the principal of the Securities of such seriesSeries is payable;
(5) the rate or rates at which the Securities of such Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places where the principal, premium, if any, interest, if any, principal of and additional amounts, if any, payable with respect to the any premium and interest on Securities of such series Series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate price or rates (which may be fixed or variable) prices at which the Securities of such series Series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determinedissued;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, which the Redemption Price(s) Price or Repayment Price(s) Prices at which, which and any other the terms and conditions upon which the Securities of such series Series may be redeemed or repaid, as the case may be, in whole or in part, by at the Companyoption of Publishing or the Holder;
(119) the obligation, if any, of the Company Publishing to redeem, repay, or purchase any of the Securities of such series Series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series Series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(1210) provisions, if any, with regard to the issuance conversion or exchange of the Securities of such series in whole or in part in global form andSeries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series Series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such Series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1911) any terms applicable to Securities of such Series issued at an issue price below their stated principal amount, including the issue price thereof and the rate or rates at which such original issue discount will occur;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of such Series shall be issuable;
(13) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series Series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2014) if the principal, amount of payments of principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are Series may be determined with reference to be payable in any an index based on a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether the manner in which such amounts shall be determined;
(15) if the principal of (and premium, if any) or interest, if any, on the Securities of such Series are to be payable, at the election of the Company Publishing or of a Holder thereof, in a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such seriesthe Series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such seriesSeries, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture that shall be applicable to the Securities of such series and Series;
(18) any special United States Federal income tax considerations applicable to the Securities of such Series;
(19) if Section 4.03 is applicablethe Securities of such Series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual 63 - 53 - Securities; and the Depository for such Global Security or Securities; and
(2920) any other terms of the securities of such series (which Series, all upon such terms shall not as may be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentSeries. The form of the Securities of each series Series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such seriesSeries. The Securities of each series Series shall be distinguished from the Securities of each other series Series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular seriesSeries, the Securities of any series Series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any Series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities public offering price of such seriesSecurities;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the index used to determine any payments to be made on the Securities;
(7) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) 8) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, and any other the terms and conditions upon which the which, Securities of such series may be redeemed or repaid, as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(119) the obligation, if any, of the Company to redeem, repay, redeem or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, redeemed or purchased, in whole or in part, pursuant to such obligation;
(1210) if other than denominations of $1,000 and any integral multiple thereof, the issuance denominations in which Securities of such series shall be issuable;
(11) any limit upon the aggregate principal amount of the Securities of such series in whole which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in part exchange for, or in global form andlieu of, if soother Securities of such series pursuant to Section 3.04, the identity of the Depositary 3.05, 3.06, 9.06 or 11.07 and except for such global security any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and the terms and conditionsdelivered hereunder);
(12) provisions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option with regard to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of or the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2313) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2514) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2615) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2716) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article 10 or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2817) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein;
(18) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2919) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If ; all of the Securities issuable by upon such terms as may be determined in or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating with respect to such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(1514) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(1615) the basis upon which interest shall be calculated;
(1716) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(1817) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(1918) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2019) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2120) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(2221) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(2322) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(2423) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2524) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2625) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(2726) any covenant solely for the benefit of the Securities of such series;
(2827) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(2928) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Indenture (Luminex Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Price(s)or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities Securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies currencies, which shall be reasonably acceptable to the Trustee, (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, which currency shall be reasonably acceptable to the Trustee, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Indenture (Epicept Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one a Board Resolution or more Board Resolutions, by an Officers’ Certificate or by one or more indentures indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) value, bear interest at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which rates, from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or to such other Persons, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) Price or Repayment Price(s) Prices and on such Redemption Dates or other price or prices at whichRepayment Dates, and any other terms and conditions upon which as the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security case may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if sobe, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for Holder or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not and upon such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise terms, all as shall be provided by for in or pursuant to the Board Resolution Resolution, or in the supplemental indenture creating such that series, (i) a series . There may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall also be established in or pursuant to a Board Resolution or in a supplemental indenture or by or pursuant prior to the Board Resolution creating such series. The issuance of Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.provision for:
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(199) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2010) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2111) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2212) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(13) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2314) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2515) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2616) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2717) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2818) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(19) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2920) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Las Vegas Sands Corp)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on the related Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
the supplemental indenture creating that series; provided, however, that any Securities issued with original issue discount (12"OID") for Federal income tax purposes shall not be issued as part of the same series of any Securities that are issued with a different amount of OID or are not issued with OID. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including EURO) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 Article Twelve of this Indenture to the Securities of such series;
(13) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 4.03 is 101 hereof);
(14) the subordination of the Securities of such series to any other indebtedness of the Company, including the Securities of any other series;
(15) whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of another series);
(16) if applicable, that such Securities shall not be issued in the covenants form of Securities set forth in Exhibit A-1 that are subject to Covenant Defeasance under Section 4.03Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A-2; and
(2917) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Indenture (Hqi Transelec Chile S A)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.12, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variablemanner of calculation thereof) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided denominations of $1,000 and any integral multiple of $1,000 in Section 3.05);
(13) whether such securities are subordinated securities and if soexcess thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(22) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2923) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities Securities are subordinated securities Subordinated Securities and if so, the provisions for such subordinationsubordination if other than the provisions set forth in Article 13;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) whether the Securities of such series will by guaranteed by any Person or Persons other than the Guarantor and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(24) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(2425) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2526) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2627) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(2728) any covenant solely for the benefit of the Securities of such series;
(2829) the inapplicability of Section Sections 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(2930) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, provided that if the additional Securities of such series are not fungible with the Securities in such series for U.S. federal income tax purposes such additional Securities will have a separate CUSIP number and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Indenture (Exelis Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares shares;
(2) the price or securities prices at which, the period or periods within which and the terms and conditions upon which Securities of entities unaffiliated with the Company series may be redeemed, in whole or any Subsidiary in part, at the option of the Company, pursuant to any sinking fund or otherwise;
(193) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(4) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(205) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(216) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(227) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(8) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(239) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2510) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2611) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2712) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2813) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(14) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject to Covenant Defeasance under terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 4.03101 hereof); and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which ; all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Senior Indenture (Plains Exploration & Production Co)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Class A Shares or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 13.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(22) if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2923) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto; all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 12.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(21) if the Securities of such series shall be guaranteed, the terms and conditions of such guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2922) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in an indenture supplemental hereto, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):series:
(1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series);
(2) the limitPerson to whom any interest on a Security of such series shall be payable, if any, upon other than the aggregate principal amount Person in whose name that Security (or issue price one or more Predecessor Securities) is registered at the close of business on the Securities of Regular Record Date for such seriesinterest;
(3) the issue date or issue dates on which the principal of the Securities of such seriesseries is payable;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by from which such date or dates may be determined) from which interest, if any, interest shall accrue, and the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on Securities of such series shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(106) the period or periods within which, the Redemption Price(s) Price or Prices or the Repayment Price(s) Price or Prices, as the case may be, at which, which and any other the terms and conditions upon which the Securities of such series may be redeemed or repaidrepaid (including the applicability of Section 11.09), as the case may be, in whole or in part, by at the Companyoption of the Company or the Holder;
(117) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (8) if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities denominations of $1,000 and if soany integral multiple thereof, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amountsissuable;
(169) provisions, if any, with regard to the basis upon which interest shall be calculated;
(17) if conversion or exchange of the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series series, Common Stock or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(1910) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2011) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a Holder thereof, in any a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2112) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on a coin or currency (including a composite currency) other than that in which the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulasSecurities are stated to be payable, the manner in which such amounts shall be determined;
(2213) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 and 13.02 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(14) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount or of a different authorized kind series or different authorized denomination or denominations, or both;
(2315) provisions, if any, with regard to the appointment by the Trustee Company of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such seriestransactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such the series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect that shall be applicable to the Securities of such series;
(2718) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series;
(2819) the inapplicability of Section 4.02 and if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 is applicableshall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described above that has not already been established herein;
(20) any amendments or modifications to the subordination provisions in Article XII;
(21) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities;
(22) if the Securities of such series shall be guaranteed, the terms and conditions of such guarantees and provisions for the accession of the guarantors to Covenant Defeasance under Section 4.03certain obligations hereunder; and
(2923) any other terms of the securities of such series (which series, including, without limitations, any restrictions on transfer related thereto. all upon such terms shall not as may be inconsistent determined in or pursuant to such Board Resolution or indenture supplemental hereto with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) . Each series of Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(12) the issuance of whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 U.S.$1,000 or an integral multiple thereof;
(1514) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(1615) the basis upon which interest shall be calculated;
(1716) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(1817) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;
(1918) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2019) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(2120) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(2221) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(22) whether the Securities of such series will be guaranteed by any Person or Persons and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(26) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section Sections 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and
(29) any other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, series (i) a series may be reopened for issuances of additional Securities of such series, provided that if the additional Securities of such series are not fungible with the Securities in such series for U.S. federal income tax purposes such additional Securities will have a separate CUSIP number and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.
Appears in 1 contract
Samples: Senior Indenture (Xylem Inc.)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property of the Company or another Person, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or of any other Person or securities directly or indirectly convertible into or exchangeable for any such shares shares; 27 20
(2) a sinking or securities of entities unaffiliated with the Company purchase fund or any Subsidiary of the Companyother analogous obligation;
(193) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations, and the maturity date of the principal amount of such Securities of that series (which may be fixed or extendible), and the rate or rates (which may be fixed or floating) per annum at which the Securities of that series will bear interest, if any, or the method of determining such rate or rates, and the payment dates and record dates relating to such interest payments;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(249) any trusteesthe percentage of their principal amount at which such Securities will be issued, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 402(b) of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject to Covenant Defeasance under terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 4.03; and101 hereof);
(2914) the subordination of the Securities of such series to any other indebtedness of the Company, including without limitation, the Securities of any other series; and 29 22
(15) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the 28 21 Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the 29 22 Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 403 of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series; and
(2915) any other all upon such terms of the securities of such series (which terms shall not as may be inconsistent determined in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture with the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and Outstanding at any time delivered under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such aggregate principal amount Series as may from time to time may be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.
(c) Each series of Securities There shall be created either by established in or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board ResolutionResolution or in a supplemental indenture, any officer or officers authorized by such Board Resolution) shall establish subject to Section 3.11, prior to the terms issuance of Securities of any such series of Securities, including the following (as and to such extent as may be applicable):Series:
(1) the title of the Securities of such seriesSeries (which shall distinguish the Securities of such Series from Securities of any other Series);
(2) the limit, if any, any limit upon the aggregate principal amount or issue price of the Securities of such seriesSeries which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to Section 3.04, 3.05, 3.06, 9.06, and 11.08 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the issue date or issue dates of the Securities Person to whom any interest on a Security of such seriesSeries shall be payable, if other than the Person in whose name that Security (or one or more 55 Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the Scheduled Maturity Date date or dates on which the principal of the Securities of such seriesSeries is payable;
(5) the rate or rates at which the Securities of such Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places where the principal, premium, if any, interest, if any, principal of and additional amounts, if any, payable with respect to the any premium and interest on Securities of such series Series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the rate price or rates (which may be fixed or variable) prices at which the Securities of such series Series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determinedissued;
(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period or periods within which, which the Redemption Price(s) Price or Repayment Price(s) Prices at which, which and any other the terms and conditions upon which the Securities of such series Series may be redeemed or repaid, as the case may be, in whole or in part, by at the Companyoption of Publishing or the Holder;
(119) the obligation, if any, of the Company Publishing to redeem, repay, or purchase any of the Securities of such series Series pursuant to any sinking fund, mandatory redemption, purchase obligation, fund or analogous provision provisions or at the option of a Holder thereof, thereof and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, which and any other the terms and conditions upon which the Securities of such series Series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;
(1210) provisions, if any, with regard to the issuance conversion or exchange of the Securities of such series in whole or in part in global form andSeries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereofthereof or the Company, as the case may be, for or into new Securities of a different series Series, Common Stock or for or into any other securities which may include shares and, if the Securities of Capital Stock of the Company or any Subsidiary of the Company or securities directly or indirectly such Series are convertible into Common Stock or exchangeable for any such shares or securities of entities unaffiliated with other Marketable Securities, the Company or any Subsidiary of the CompanyConversion Price therefor;
(1911) any terms applicable to Securities of such Series issued at an issue price below their stated principal amount, including the issue price thereof and the rate or rates at which such original issue discount will occur;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of such Series shall be issuable; 56
(13) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) or units based on or related to currencies in which the Securities of such series Series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(2014) if the principal, amount of payments of principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are Series may be determined with reference to be payable in any an index based on a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, whether the manner in which such amounts shall be determined;
(15) if the principal of (and premium, if any) or interest, if any, on the Securities of such Series are to be payable, at the election of the Company Publishing or of a Holder thereof, in a coin or currency (including a composite currency) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;
(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(2516) the portion of the principal amount of Securities of such seriesthe Series, if other than the principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;
(2617) any Event of Default with respect to the Securities of such seriesSeries, if not set forth herein, and any additions, deletions or any modification of any Event other changes to the Events of Default set forth herein with respect to such series;
(27) any covenant solely for the benefit of the Securities of such series;
(28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture that shall be applicable to the Securities of such series and Series;
(18) any special United States Federal income tax considerations applicable to the Securities of such Series;
(19) if Section 4.03 is applicablethe Securities of such Series shall be issued in whole or in part in the form of a Global Security or Securities, the covenants subject to Covenant Defeasance under Section 4.03terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and
(2920) any other terms of such Series, all upon such terms as may be determined in or pursuant to such Board Resolution or supplemental indenture with respect to such Series. 57 The form of the securities Securities of such series (which terms each Series shall not be inconsistent with established pursuant to the provisions of this Indenture, but which may modify or delete any provision of this Indenture insofar as it applies to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or in the supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such seriesSeries. The Securities of each series Series shall be distinguished from the Securities of each other series Series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular seriesSeries, the Securities of any series Series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any Series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined.
Appears in 1 contract
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled Maturity Date of the Securities of such series;
(5) the place or places where the principalplaces, premiumhave such Stated Maturity or Maturities, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of be issuable at such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of Capital Stock or other property of the Company or another Person, including shares of common stock, preferred stock, indebtedness or securities of any Subsidiary kind of the Company, any subsidiary of the Company or of any other Person or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companysecurities;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations, and the maturity date of the principal amount of the Securities of that series (which may be fixed or extendible), and the rate or rates (which may be fixed or floating) per annum at which the Securities of such series will bear interest, if any, or the method of determining such rate or rates and the payment dates and record dates relating to interest payments;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(249) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the percentage of their principal amount of which such Securities of such series if other than the Trustee, Paying Agent will be issued and Security Registrar named herein;
(25) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2711) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities of such series (including a provision making any Section of such Article inapplicable to the Securities of such series);
(2812) the inapplicability applicability of Section 4.02 and Section 4.03 402(b) of this Indenture to the Securities of such series;
(13) if the Securities of the series and if Section 4.03 is applicableshall be issued in whole or in part in the form of a Global Security or Global Securities, the covenants subject terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the subordination of the Securities of such series to Covenant Defeasance under Section 4.03any other indebtedness of the Company, including without limitation, the Securities of any other series;
(15) if the Securities of the series are to be deposited as trust assets in a Heftel Capital Trust, the name of the applicable Heftel Capital Trust (which shall distinguish such statutory business trust from all other Heftel Capital Trusts) into which the Securities of the series are to be deposited as trust assets and the date of its Declaration of Trust;
(16) if the Securities of the series are to have an interest deferral feature, the terms relating to such interest deferral feature; and
(2917) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Heftel Capital Trust Ii)
General Title; General Limitations; Issuable in Series; Terms of Particular Series. (a) The aggregate principal amount of Securities that which may be authenticated, delivered, authenticated and delivered and Outstanding at any time under this Indenture is not limited.
(b) . The Securities may be issued in one or more series in such up to an aggregate principal amount of Securities as may from time to time may be authorized by the Board of Directors. All Securities of a each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, hereof with respect to such series without preference, priority, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Stated Maturity Date thereof.
(c) of the Securities of such series. Each series of Securities shall be created either by or pursuant to one or more a Board Resolutions, by an Officers’ Certificate Resolution or by one or more indentures pursuant to an indenture supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case The Securities of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any each such series of Securities, including the following (as and to may bear such extent as may be applicable):
(1) the title of such series;
(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;
(3) the issue date or issue dates of the Securities of dates, be payable at such series;
(4) the Scheduled place 29 21 or places, have such Stated Maturity Date of the Securities of or Maturities, be issuable at such series;
(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;
(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;
(7) the value, bear interest at such rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interestfloating), if any, and, if applicable, the method by which such rate or rates may be determined;
(8) the date or dates (or the method by which from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no interest, and may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which redeemable or repayable at such interest shall be payable;
(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;
(10) the period Redemption Price or periods within which, the Redemption Price(s) Prices or Repayment Price(s) at whichPrice or Prices, and any other terms and conditions upon which as the Securities of such series case may be redeemed or repaidbe, in whole or in part, by the Company;
(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision whether at the option of a the Holder thereofor otherwise, and the period or periods within whichupon such terms, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series all as shall be redeemed, repaid, provided for in or purchased, in whole pursuant to the Board Resolution or in part, or pursuant to such obligation;
(12) the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of the Securities of each such series in whole or in part in global form andseries, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);provision for:
(13) whether such securities are subordinated securities and if so, the provisions for such subordination;
(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof;
(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(16) the basis upon which interest shall be calculated;
(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;
(181) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include or other property, including shares of Capital Stock capital stock of the Company or any Subsidiary subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Companyshares;
(192) a sinking or purchase fund or other analogous obligation;
(3) if other than U.S. dollars, the foreign or composite currency or currencies or units based on or related to currencies (each such currency a “Specified Currency”including European Currency Units) in which the Securities of such series shall be denominated and in which payments of principalprincipal of, premiumand any premium and interest on, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;
(204) if the principal, principal of (and premium, if any, ) or interest, if any, or additional amounts, if any, payable with respect to on the Securities of such series are to be payable payable, at the election of the Company or a holder thereof, in any a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;
(215) if the amount of any payment payments of principal, principal of (and premium, if any, ) or interest, if any, or other sum payable with respect to on the Securities of such series may be determined by with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the relative value Securities 30 22 are stated to be payable, (ii) changes in the price of one or more Specified Currencies, commodities, securities, other securities or instruments, groups or indexes of securities or (iii) changes in the level prices of one or more financial commodities or non-financial indicesgroups or indexes of commodities, or any other designated factors or formulascombination of the foregoing, the manner in which such amounts shall be determined;
(226) if the aggregate principal amount of the Securities of that series is to be limited, such limitations;
(7) the exchange of Securities of such that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;
(23) 8) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office location of the Trustee, office of the Trustee with power to act on behalf of the Trustee, Trustee and subject to its direction, direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;
(24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;
(259) the portion of the principal amount of Securities of such the series, if other than the total principal amount thereof, that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or provable in bankruptcy pursuant to Section 5.04504;
(2610) any Event of Default with respect to the Securities of such series, if not set forth hereinherein and any additions, deletions or any modification other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth herein with respect inapplicable to such the Securities of that series);
(2712) any covenant solely for the benefit applicability of Section 403 of this Indenture to the Securities of such series;
(2813) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof);
(14) the inapplicability subordination of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicableto any other indebtedness of the Company, including without limitation, the covenants subject to Covenant Defeasance under Section 4.03Securities of any other series; and
(2915) any other terms of the securities of such series (series, which terms shall not be inconsistent with the provisions of this Indenture, but which all upon such terms as may modify be determined in or delete any provision of this Indenture insofar as it applies pursuant to a Board Resolution or in or pursuant to a supplemental indenture with respect to such series). If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security. If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution. Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all All Securities of the same series shall be substantially identicalidentical in tenor and effect, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest paymentas to denomination. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in a supplemental indenture or by or pursuant to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner manner, reasonably satisfactory to the Trustee, as the Board of Directors or its authorized representative or representatives may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined.
Appears in 1 contract
