Issuable in Series. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes. (b) The Notes will initially be issued in one series. (c) With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10, Section 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A), there shall be (x) established in or pursuant to a resolution of the Board of Directors of the Issuer, and (y) set forth or determined in the manner provided in an Officer’s Certificate of the Issuer, prior to the issuance of such Additional Notes: (i) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that series from Notes of any other series); (ii) the aggregate principal amount of such Additional Notes to be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10, Section 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder); (iii) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (iv) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated; (v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable; (vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part; (vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies); (viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes; (ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and (x) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. (d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes. (e) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer setting forth the terms of the Additional Notes. (f) Additional Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable). (g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued. (h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 2 contracts
Issuable in Series.
(a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially may be issued in one or more series.
(c) . All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Issuers and (yb) (i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerIssuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes::
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(iii3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries Common Depositary or its nominees for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary Common Depositary or its nominees for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(eb) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(fc) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes may be designated to be are not fungible with the Notes issued as of the same series as any other date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including. The Notes and, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially may be issued in one or more series.
(c) . All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Issuer and (yb) (i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerIssuer and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(iii3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries Common Depositary or its nominees for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary Common Depositary or its nominees for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(eb) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(fc) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes may be designated to be are not fungible with the Notes issued as of the same series as any other date of this Indenture for U.S. federal income tax purposes or (following the inclusion of clause (b) of Section 7 of the relevant Global Note) pursuant to clause (b) of Section 7 of the relevant Global Note, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including. The Notes and, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Issuable in Series. The Bonds may be issued in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Bonds of any series there shall be established by specification in a Supplemental Indenture or in a Board Resolution or in an Officers’ Certificate pursuant to a Supplemental Indenture or a Board Resolution:
(a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount the title of Additional Notes.the Bonds of such series (which shall distinguish the Bonds of such series from Bonds of all other series);
(b) The Notes will initially any limit upon the aggregate principal amount of the Bonds of such series which may be issued in one series.
(c) With respect to any Additional Notes issued after the Issue Date authenticated and delivered under this Indenture (except for Notes Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10, Section 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A), there shall be (x) established in or pursuant to a resolution of the Board of Directors of the Issuer, and (y) set forth or determined in the manner provided in an Officer’s Certificate of the Issuer, prior to the issuance Bonds of such Additional Notes:
(i) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that series from Notes of any other series);
(ii) the aggregate principal amount of such Additional Notes to be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.102.04, Section 2.112.05, Section 2.122.06, Section 2.13 5.03 or Section 3.06 or Exhibit A 13.05, and except for Notes any Bonds which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iiic) the issue price and issuance date Person or Persons (without specific identification) to whom any interest on Bonds of such Additional Notesseries, including shall be payable, if other than the date from which interest Person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such Additional Notes shall accrueinterest;
(ivd) the date or dates on which the principal of the Bonds of such series, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); and the right, if any, to extend the Maturity of the Bonds of such series, or any thereof, and the duration of any such extension;
(e) the rate or rates at which the Bonds of such series, shall bear interest, if any (including the rate or rates at which may be fixed overdue principal shall bear interest after Maturity if different from the rate or floating) rates at which such Additional Notes Bonds shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest rate basisshall bear interest, formula if any), or any formulary or other method of determining or other means by which such interest rate or ratesrates shall be determined by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise, the date or dates from which such interest shall accrue; the Interest Payment Dates and the Regular Record Dates, if any, for the interest payable on such Bonds on any Interest Payment Date; and the basis of computation of interest, if other than as provided in Section 2.10; and the right, if any, to extend the interest payment dates periods and the duration of any such extension;
(f) the place or places at which and/or methods (if other than as provided elsewhere in this Indenture) by which (i) the principal of and premium, if any, and interest, if any, on which Bonds of such interest series, shall be payable, (ii) registration of transfer of Bonds of such series, or any thereof, may be effected, (iii) exchanges of Bonds of such series, may be effected and (iv) notices and demands to or upon the Company in respect of the Bonds of such series, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series; and, if such is the case, that the principal of such Bonds shall be payable without the presentment or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculatedsurrender thereof;
(vg) the currency period or currencies in which such Additional Notes shall be denominated and the currency in which cash periods within which, or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and on which, the price or prices at which and the terms and conditions upon which the Bonds of such series, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions; including but not limited to a restriction on a partial redemption by the Company of the Bonds of any series, resulting in delisting of such Bonds from any national exchange;
(h) the obligation or obligations, if any, of the Company to redeem or purchase or repay the Bonds of such series, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such Bonds shall be redeemed or purchased or repaid, in whole or in part, pursuant to such obligation and applicable exceptions to the requirements of Article Five in the case of mandatory redemption or redemption or repayment at the option of the Holder;
(i) the denominations in which Bonds of such series, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;
(j) if the principal of or premium, if any, or interest, if any, on the Bonds of such series, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Bonds are stated to be payable, the period or periods within which, and the terms and conditions upon which, such Additional Notes election may be redeemed, made and the manner in whole which the amount of such coin or in partcurrency payable is to be determined;
(viik) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Bonds of such series, shall be payable (if other than Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time;
(l) if the principal of or premium, if any, or interest, if any, on the Bonds of such series, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made;
(m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Bonds of such series, may be determined with reference to an index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;
(n) if other than in denominations of $200,000 and integral multiples of $1,000 in excess the entire principal amount thereof, the denominations in portion of the principal amount of Bonds of such series, which such Additional Notes shall be issued and redeemed (or payable upon declaration of acceleration of the equivalent in other currencies)Maturity thereof pursuant to Section 9.01;
(viiio) the ISINany Events of Default, Common Codein addition to those specified in Section 9.01, CUSIP or other securities identification numbers any exceptions to those specified in Section 9.01, with respect to the Bonds of such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x) if applicableseries, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds covenants of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely Company for the benefit of the holders Holders of the Bonds of such Additional Notes series, in addition to those set forth in Article Seven, or any exceptions to those set forth in Article Seven;
(and notp) the terms, if any, pursuant to which the Bonds of such series, may be converted into or exchanged for the avoidance shares of doubt, for the benefit capital stock or other securities of the holders Company or any other Person;
(q) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Bonds of such series, denominated in a currency other than Dollars or in a composite currency, whether Eligible Obligations include Investment Securities with respect to Bonds of such series, and any provisions for satisfaction and discharge of Bonds of any other Notesseries, including Notes in addition to those set forth in Article Five, or any exceptions to those set forth in Article Five;
(r) if the Bonds of such series, are to be issued in global form, (i) any limitations on the rights of the same series as such Additional Notes), together with all necessary authorizations for the Trustee Holder or such security agent to enter into such arrangements; provided that, for so long as the proceeds Holders of such Additional Notes are Bonds to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in escrow, such Additional Notes shall benefit only from such Liens definitive form in lieu of global form and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) any other matters incidental to such Bonds;
(s) to the extent not established pursuant to which such Additional Notes are issued bearing a temporary CUSIPclause (r) of this paragraph, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued any limitations on the relevant issue date for U.S. federal income tax purposes.
(e) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer setting forth the terms of the Additional Notes.
(f) Additional Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different Bonds of such series, to transfer or exchange such Bonds or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Bonds of such series, the amount or terms thereof;
(t) any exceptions to Section 1.15, or variation in the definition of Business Day, with respect to the Bonds of such series; and
(u) any other terms of the Bonds of such series, that the Company may elect to specify. Unless otherwise provided with respect to a series of Notes dissimilarly or Bonds as otherwise provided for herein. For the purposes contemplated in clause (b) of calculating this Section 2.01, the aggregate principal amount of Notes that have consented a series of Bonds may be increased and additional Bonds of such series may be issued up to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the maximum aggregate principal amount of any Notes shall be calculated in authorized with respect to such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedas increased.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Twentieth Supplemental Indenture (Tampa Electric Co)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe Original Notes are a single series. The Issuer may, subject All Original Notes shall be substantially identical except as to applicable law and this Indenture, issue an unlimited principal amount of denomination. Additional Notes.
(b) The Notes will initially issued after the Issue Date may be issued in one or more series.
(c) . All Additional Notes issued after the Issue Date of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) , the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining by which such interest rate or ratesrates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, and the record dates date, if any, for the determination interest payable on any interest payment date; provided, however, that (to the extent such Additional Notes are to be part of Holders thereof to whom the same series as the Original Notes) such interest is payable and Additional Notes must be fungible with the basis upon which such interest will be calculatedOriginal Notes for U.S. federal income tax purposes;
(v5) the currency period or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and period within the date or dates and on which, the price or prices at which, the period or periods within which, which and the terms and conditions upon which, which any such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations , at the option of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security DocumentsIssuers; and
(x6) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Company or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional . This Indenture is limited to $619,584,000 in aggregate principal amount. The Original Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (includingand, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedAdditional Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially may be issued in one or more series.
(c) . All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
; provided, however, that (iv) to the rate or rates (which may be fixed or floating) at which extent such Additional Notes shall bear interest and, if applicable, are to be part of the interest rate basis, formula or same series as other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(vNotes) the currency or currencies in which such Additional Notes shall will qualify to be denominated and treated as “part of the currency in which cash same issue” as the Original Notes pursuant to Treasury Regulations Section 1.1275-l(f) or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies1.1275-2(k);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional Notes may be designated to be . Each of the same series as any other series of Euro Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, Dollar Floating Rate Notes and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional the Dollar Fixed Rate Notes that are substantially identical in all material respects to any other constitutes a separate series of Notes but will be treated as a single class of securities for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series all purposes under this Indenture, including for purposes of voting and taking all other actions by holders of the Notes, except as otherwise specified herein. This Indenture is unlimited in aggregate principal amount. The Original Notes, the Exchange Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemptionand, as applicable).
(g) The Notes and if issued, any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different each series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedNotes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Senior Secured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)
Issuable in Series. (a) This Indenture is unlimited in The aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes will initially may be issued in one or more series.
(c) With respect . Subject to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration last paragraph of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10, Section 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A), there shall be (x) established in or pursuant to a resolution of the Board of Directors of the Issuer, and (y) set forth or determined in the manner provided in an Officer’s Certificate of the Issuerthis Section, prior to the issuance authentication and delivery of such Additional NotesNotes of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution:
(ia) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of the Notes of such Additional Notes series (which shall distinguish the Additional Notes of that such series from Notes of any all other series);
(iib) any limit upon the aggregate principal amount of the Notes of such Additional Notes to series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Xxxxxxx 000, Section 2.11000, Section 2.12000, Section 2.13 or Section 3.06 or Exhibit A and 000 xx 0000 and, except for any Notes which, pursuant to Section 2.06303, are deemed never to have been authenticated and delivered hereunder);
(iiic) the issue price and issuance date Person or Persons (without specific identification) to whom interest on Notes of such Additional series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Notes (or one or more Predecessor Notes, including ) are registered at the date from which interest close of business on the Regular Record Date for such Additional Notes shall accrueinterest;
(ivd) the date or dates on which the principal of the Notes of such series or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension);
(e) the rate or rates at which the Notes of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which may be fixed overdue principal shall bear interest, if different from the rate or floating) rates at which such Additional Notes shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest rate basisshall bear interest, formula if any), or any formulary or other method of determining or other means by which such interest rate or ratesrates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue, ; the interest payment dates Interest Payment Dates on which such interest shall be payable or and the method by which such dates will be determinedRegular Record Date, the record dates if any, for the determination of Holders thereof to whom interest payable on such interest is payable Notes on any Interest Payment Date; and the basis of computation of interest, if other than as provided in Section 310;
(f) the place or places at which or methods by which (1) the principal of and premium, if any, and interest, if any, on Notes of such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Notes of such series, or any Tranche thereof, may be effected, (3) exchanges of Notes of such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Notes of such series, or any Tranche thereof, and this Indenture may be served; the Note Registrar for such series; and if such is the case, that the principal of such Notes shall be payable without presentment or surrender thereof;
(g) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the Notes of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Notes of any series, or any Tranche thereof, resulting in delisting of such Notes from any national exchange;
(h) the obligation or obligations, if any, of the Company to redeem or purchase the Notes of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such interest will Notes shall be calculatedredeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 504 in the case of mandatory redemption or redemption at the option of the Holder;
(vi) the denominations in which Notes of such series, or any Tranche thereof, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;
(j) the currency or currencies currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the securities Notes of such Additional Notes series, or any Tranche thereof, shall be denominated and the currency payable (if other than in which cash or government obligations in connection with such series of Additional Notes may be payableDollars);
(vik) if the maturity dateprincipal of or premium, if any, or interest, if any, on the Notes of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Notes are stated to be payable, the period or periods within which and the terms and conditions upon which, such election may be made;
(l) if the principal of or premium, if any, or interest, if any, on the Notes of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, any such Additional Notes election may be redeemed, in whole or in partmade;
(viim) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Notes of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;
(n) if other than in denominations of $200,000 and integral multiples of $1,000 in excess the principal amount thereof, the denominations in portion of the principal amount of Notes of such series, or any Tranche thereof, which such Additional Notes shall be issued and redeemed (or payable upon declaration of acceleration of the equivalent in other currencies)Maturity thereof pursuant to Section 902;
(viiio) the ISINany Events of Default, Common Codein addition to those specified in Section 901, CUSIP or other securities identification numbers with respect to the Notes of such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x) if applicableseries, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds covenants of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely Company for the benefit of the holders Holders of the Notes of such Additional series, or any Tranche thereof, in addition to those set forth in Article Seven;
(p) the terms, if any, pursuant to which the Notes (and notof such series, or any Tranche thereof, may be converted into or exchanged for the avoidance shares of doubt, for the benefit of the holders of any capital stock or other Notes, including Notes of the same series as Company or any other Person;
(q) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Notes of such Additional Notes)series, together with all necessary authorizations or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any additional or alternative provisions for the Trustee or such security agent to enter into such arrangements; provided that, for so long as reinstatement of the proceeds Company's indebtedness in respect of such Additional Notes are after the satisfaction and discharge thereof as provided in escrowSection 801;
(r) if the Notes of such series, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement Tranche thereof, are to be issued in global form, (i) any limitations on the rights of the Holder or Holders of such Notes to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu of temporary form and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant any and all other matters incidental to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.Notes;
(es) If any of if the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at series, or prior to the delivery of the Officer’s Certificate of the Issuer setting forth the terms of the Additional Notes.
(f) Additional Notes may be designated any Tranche thereof, are to be of the same series issuable as any other series of bearer Notes, including the Initial Notes, but only if they have terms substantially identical any and all matters incidental thereto which are not specifically addressed in all material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, supplemental indenture as applicable).
contemplated by clause (g) The Notes and of Section 1301;
(t) to the extent not established pursuant to clause (r) of this paragraph, any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects limitations on the rights of the Holders of the different Notes of such Series, or any Tranche thereof, to transfer or exchange such Notes or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Notes of such series, or any Tranche thereof, the amount or terms thereof;
(u) any exceptions to Section 113, or variation in the definition of Business Day, with respect to the Notes of such series, or any Tranche thereof;
(v) if any Notes of the series are issued prior to the Release Date, the designation of the series of Senior Note First Mortgage Bonds to be delivered to the Trustee as security for such series of Notes;
(w) any collateral security, assurance or guarantee for such series of Notes dissimilarly (other than the Senior Note First Mortgage Bonds); and
(x) any other terms of the Notes of such series, or as otherwise provided for hereinany Tranche thereof, not inconsistent with the provisions of this Indenture. For the purposes With respect to Notes of calculating the aggregate principal amount of Notes that have consented a series subject to or voted in favor of any amendment, waiver, consent, modification or other similar actiona Periodic Offering, the Issuer (acting reasonably and in good faith) shall be entitled indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer's Certificate pursuant to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent supplemental indenture or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicableBoard Resolution, as the Notescase may be, may provide general terms or parameters for Notes of such Additional series and provide either that the specific terms of Notes must of such series, or any Tranche thereof, shall be fungible specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of the Notes for U.S. federal income tax purposesthird paragraph of Section 303.
Appears in 1 contract
Issuable in Series. The Notes may be issued from time to time in one or more series. Except as provided in Section 9.2, all Notes will vote (aor consent) This Indenture is unlimited in aggregate principal amountas a single class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially following matters shall be issued in one series.
(c) With established with respect to any Additional each series of Notes issued after the Issue Date (except for hereunder in a Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10, Section 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A), there shall be (x) established in or pursuant to a resolution of the Board of Directors of the Issuer, and (y) set forth or determined in the manner provided in an Officer’s Certificate of the Issuer, prior to the issuance of such Additional NotesSupplemental Indenture:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional the Notes of the series (which title shall distinguish the Additional Notes of that the series from Notes all other series of any other seriesNotes);
(ii2) any limit (if any) upon the aggregate principal amount of such Additional the Notes to of the series that may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.102.7, Section 2.8, 2.11, Section 2.123.7, Section 2.13 3.9 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder5.8);
(iii3) the issue price date or dates on which the principal of and issuance date premium, if any, on the Notes of the series is payable or the method of determination and/or extension of such Additional Notesdate or dates, including and the date from which interest on amount or amounts of such Additional Notes shall accrueprincipal and premium, if any, payments and methods of determination thereof;
(iv4) the rate or rates (which may be fixed or floating) at which such Additional the Notes of the series shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining calculating and/or resetting such interest rate or ratesrates of interest, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable accrue or the method by which such date or dates will shall be determined, and the record dates for the determination of Holders thereof to whom Interest Payment Dates on which any such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi5) the maturity date, and the date or dates and price or prices at which, the period or periods within which, the price or prices at which, and the other terms and conditions upon which, such Additional which Notes of the series (i) may be redeemed, in whole or in part;
, at the option of the Issuer, if the Issuer is to have the option or (viiii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notesredeemed, in whole or in part, includingupon the occurrence of specified events, but not limited to, pursuant if the Notes shall be subject to any special a mandatory redemption in provision;
(6) if other than the event that principal amount thereof, the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds principal amount of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition series that shall be payable upon declaration of “Permitted Liens” acceleration of maturity thereof pursuant to Section 6.2 or the method by which such portion shall be determined;
(7) any addition to or change in favor the Events of Default which apply to any Notes of the series and any change in the right of the Trustee or a security agent solely for the benefit requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 6.2; and
(8) any addition to or change in the covenants set forth in Article III. The form of the holders Notes of such Additional Notes (and notseries, for the avoidance of doubtas set forth in Exhibit A, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged modified to reflect such matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) If any of the terms of any Additional Notes issued hereunder that are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer setting forth the terms of the Additional Notes.
(f) Additional Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Notes previously issued hereunder. Notes that are substantially identical have the same terms described in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
foregoing clauses (g1) The Notes and any Additional Notes though (8) will be treated as a single class for all purposes under this Indenturethe same series, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as unless otherwise designated by the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for hereinIssuer. For the purposes avoidance of calculating doubt, the aggregate principal amount of Notes that have consented Issuer, the Subsidiary Guarantors and the Trustee may enter into the Note Supplemental Indenture on the Issue Date without notice to or voted in favor the consent of any amendment, waiver, consent, modification or other similar action, Holder to provide for the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent issuance of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedInitial Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (FGL Holdings)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe 2021 Notes are a single series and shall be substantially identical except as to denomination. The Issuer may, subject 2023 Notes are a single series and shall be substantially identical except as to applicable law and this Indenture, issue an unlimited principal amount of denomination. Additional Notes.
(b) The Notes will initially issued after the Issue Date may be issued in one or more series.
. The Issuers may, without the consent of the Holders, increase the principal amount of the 2021 Notes and/or 2023 Notes by issuing Additional Notes in the future on the same terms and conditions, except for any differences in the issue price, the interest (cwhether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the 2021 Notes or the 2023 Notes, as applicable, provided that any Additional Notes that are not fungible with the 2021 Notes or the 2023 Notes, as applicable for U.S. federal income tax purposes will be issued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) , the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining by which such interest rate or ratesrates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, and the record dates date, if any, for the determination interest payable on any interest payment date; provided, however, that (to the extent such Additional Notes are to be part of Holders thereof to whom the same series as the Original Notes) such interest is payable and Additional Notes must be fungible with the basis upon which such interest will be calculatedOriginal Notes for U.S. federal income tax purposes;
(v5) the currency period or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and period within the date or dates and on which, the price or prices at which, the period or periods within which, which and the terms and conditions upon which, which any such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations , at the option of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security DocumentsIssuers; and
(x6) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Company or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional . This Indenture is unlimited in aggregate principal amount. The Original Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (includingand, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedAdditional Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Issuable in Series. The Notes may be issued from time to time in one or more series. Except as provided in Section 9.2, all Notes will vote (aor consent) This Indenture is unlimited in aggregate principal amountas a single class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially following matters shall be issued in one series.
(c) With established with respect to any Additional each series of Notes issued after the Issue Date (except for hereunder in a Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10, Section 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A), there shall be (x) established in or pursuant to a resolution of the Board of Directors of the Issuer, and (y) set forth or determined in the manner provided in an Officer’s Certificate of the Issuer, prior to the issuance of such Additional NotesSupplemental Indenture:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional the Notes of the series (which title shall distinguish the Additional Notes of that the series from Notes all other series of any other seriesNotes);
(ii2) any limit (if any) upon the aggregate principal amount of such Additional the Notes to of the series that may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.102.7, Section 2.8, 2.11, Section 2.123.7, Section 2.13 3.9 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder5.8);
(iii3) the issue price date or dates on which the principal of and issuance date premium, if any, on the Notes of the series is payable or the method of determination and/or extension of such Additional Notesdate or dates, including and the date from which interest on amount or amounts of such Additional Notes shall accrueprincipal and premium, if any, payments and methods of determination thereof;
(iv4) the rate or rates (which may be fixed or floating) at which such Additional the Notes of the series shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining calculating and/or resetting such interest rate or ratesrates of interest, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable accrue or the method by which such date or dates will shall be determined, and the record dates for the determination of Holders thereof to whom Interest Payment Dates on which any such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi5) the maturity date, and the date or dates and price or prices at which, the period or periods within which, the price or prices at which, and the other terms and conditions upon which, such Additional which Notes of the series (i) may be redeemed, in whole or in part;
, at the option of the Company, if the Company is to have the option or (viiii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notesredeemed, in whole or in part, includingupon the occurrence of specified events, but not limited to, pursuant if the Notes shall be subject to any special a mandatory redemption in provision;
(6) if other than the event that principal amount thereof, the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds principal amount of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition series that shall be payable upon declaration of “Permitted Liens” acceleration of maturity thereof pursuant to Section 6.2 or the method by which such portion shall be determined;
(7) any addition to or change in favor the Events of Default which apply to any Notes of the series and any change in the right of the Trustee or a security agent solely for the benefit requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 6.2; and
(8) any addition to or change in the covenants set forth in Article III. The form of the holders Notes of such Additional Notes (and notseries, for the avoidance of doubtas set forth in Exhibit A, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged modified to reflect such matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) If any of the terms of any Additional Notes issued hereunder that are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer setting forth the terms of the Additional Notes.
(f) Additional Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Notes previously issued hereunder. Notes that are substantially identical have the same terms described in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
foregoing clauses (g1) The Notes and any Additional Notes though (8) will be treated as a single class for all purposes under this Indenturethe same series, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as unless otherwise designated by the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for hereinCompany. For the purposes avoidance of calculating doubt, the aggregate principal amount of Notes that have consented Company, the Subsidiary Guarantors and the Trustee may enter into the Note Supplemental Indenture on the Issue Date without notice to or voted in favor the consent of any amendment, waiver, consent, modification or other similar action, Holder to provide for the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent issuance of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedInitial Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Fidelity & Guaranty Life)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially may be issued in one or more series.
(c) . All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Issuers and (yb) (i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerIssuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(iii3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries relevant depositary for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(eb) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(fc) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes may be designated to be are not fungible with the Notes issued as of the same series as any other date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or CUSIP numbers from such series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including. The Notes and, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially may be issued in one or more series.
(c) . All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Issuer and (yb) (i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerIssuer and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11, Section 2.12, Section 2.13 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(iii3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries Common Depositary or its nominees for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary Common Depositary or its nominees for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(eb) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(fc) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes may be designated to be are not fungible with the Notes issued as of the same series as any other date of this Indenture for U.S. federal income tax purposes or (following the inclusion of clause (b) of Section 7 of the relevant Global Note) pursuant to clause (b) of Section 7 of the relevant Global Note, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including. The Notes and, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe 2031 Notes are a single series and shall be substantially identical except as to denomination. The Issuer may, subject 2041 Notes are a single series and shall be substantially identical except as to applicable law and this Indenture, issue an unlimited principal amount of denomination. Additional Notes.
(b) The Notes will initially issued after the Issue Date may be issued in one or more series.
. The Issuers may, without the consent of the Holders, increase the principal amount of the 2031 Notes and/or the 2041 Notes by issuing additional 2031 Notes (c“Additional 2031 Notes”) and/or additional 2041 Notes (“Additional 2041 Notes”, together with the Additional 2031 Notes, the “Additional Notes”), as applicable, in the future on the same terms and conditions, except for any differences in the issue price, the interest (whether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the 2031 Notes or the 2041 Notes, as applicable, provided that any Additional Notes that are not fungible with the 2031 Notes or the 2041 Notes, as applicable, for U.S. federal income tax purposes will be issued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) , the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining by which such interest rate or ratesrates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, and the record dates date, if any, for the determination of Holders thereof to whom such interest is payable and the basis upon which such on any interest will be calculatedpayment date;
(v5) the currency period or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and period within the date or dates and on which, the price or prices at which, the period or periods within which, which and the terms and conditions upon which, which any such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations , at the option of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security DocumentsIssuers; and
(x6) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Company or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional . This Indenture is unlimited in aggregate principal amount. The Original Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (includingand, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedAdditional Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe 2020 Notes are a single series and shall be substantially identical except as to denomination. The Issuer may, subject 2022 Notes are a single series and shall be substantially identical except as to applicable law and this Indenture, issue an unlimited principal amount of denomination. Additional Notes.
(b) The Notes will initially issued after the Issue Date may be issued in one or more series.
. The Issuers may, without the consent of the Holders, increase the principal amount of the 2020 Notes and/or 2022 Notes by issuing Additional Notes in the future on the same terms and conditions, except for any differences in the issue price, the interest (cwhether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the 2020 Notes or the 2022 Notes, as applicable, provided that any Additional Notes that are not fungible with the 2020 Notes or the 2022 Notes, as applicable for U.S. federal income tax purposes will be issued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) , the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining by which such interest rate or ratesrates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, and the record dates date, if any, for the determination interest payable on any interest payment date; provided, however, that (to the extent such Additional Notes are to be part of Holders thereof to whom the same series as the Original Notes) such interest is payable and Additional Notes must be fungible with the basis upon which such interest will be calculatedOriginal Notes for U.S. federal income tax purposes;
(v5) the currency period or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and period within the date or dates and on which, the price or prices at which, the period or periods within which, which and the terms and conditions upon which, which any such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations , at the option of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security DocumentsIssuers; and
(x6) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Company or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional . This Indenture is unlimited in aggregate principal amount. The Original Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (includingand, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedAdditional Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 1 contract
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe Original Notes are a single series and shall be substantially identical except as to denomination. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially issued after the Issue Date may be issued in one or more series.
. The Issuers may, without the consent of the Holders, increase the principal amount of the Original Notes by issuing Additional Notes in the future on the same terms and conditions, except for any differences in the issue price, the interest (cwhether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the Original Notes, provided that any Additional Notes that are not fungible with the Original Notes for U.S. federal income tax purposes will be issued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) , the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest andinterest, if applicableany, or the interest rate basis, formula or other method of determining by which such interest rate or ratesrates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, and the record dates date, if any, for the determination of Holders thereof to whom such interest is payable and the basis upon which such on any interest will be calculatedpayment date;
(v5) the currency period or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and period within the date or dates and on which, the price or prices at which, the period or periods within which, which and the terms and conditions upon which, which any such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations , at the option of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security DocumentsIssuers; and
(x6) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer Company or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional . This Indenture is unlimited in aggregate principal amount. The Original Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (includingand, if applicableissued, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedAdditional Notes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
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Issuable in Series. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes will initially may be issued in one or more series.
(c) . All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (xa) established in or pursuant to a resolution of the Board of Directors of the Issuer, Company and (yb)(i) set forth or determined in the manner provided in an Officer’s Certificate of the IssuerCompany or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(i1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of that the series from Notes of any other series);
(ii2) the aggregate principal amount of such Additional Notes to which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.10Sections 2.07, Section 2.112.08, Section 2.122.09, Section 2.13 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(iii3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
; provided, however, that (iv) to the rate or rates (which may be fixed or floating) at which extent such Additional Notes shall bear interest and, if applicable, are to be part of the interest rate basis, formula or same series as other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(vNotes) the currency or currencies in which such Additional Notes shall will qualify to be denominated and treated as “part of the currency in which cash same issue” as the Original Notes pursuant to Treasury Regulations Section 1.1275-l(f) or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies1.1275-2(k);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(x4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.
(d) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Xxxxx described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuer or the indenture supplemental hereto setting forth the terms of the Additional Notes.
(f) Additional Notes may be designated to be . Each of the same series as any other series of Notes, including Euro Notes and the Initial Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Dollar Notes that are substantially identical in all material respects to any other constitutes a separate series of Notes but will be treated as a single class of securities for being subject to any escrow arrangements or a Special Mandatory Redemption shall be deemed to be substantially identical to such series all purposes under this Indenture, including for purposes of voting and taking all other actions by holders of the Notes, except as otherwise specified herein. This Indenture is unlimited in aggregate principal amount. The Original Notes, the Exchange Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemptionand, as applicable).
(g) The Notes and if issued, any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different each series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issuedNotes.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
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Samples: Senior Unsecured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)