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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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
Sources: 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, 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 ▇▇▇▇▇ 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
Sources: 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 ▇▇▇▇▇ 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
Sources: Indenture (Ferroglobe PLC)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe 2024 Notes are a single series and shall be substantially identical except as to denomination. The Issuer may, subject 2026 Notes are a single series and shall be substantially identical except as to applicable law denomination. The 2028 Notes are a single series and this Indenture, issue an unlimited principal amount of shall be substantially identical except as to 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 2024 Notes and/or the 2026 Notes and/or the 2028 Notes by issuing additional 2024 Notes (c“Additional 2024 Notes”) and/or additional 2026 Notes (“Additional 2026 Notes”) and/or additional 2028 Notes (“Additional 2028 Notes” and, together with the Additional 2024 Notes and the Additional 2026 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 2024 Notes, the 2026 Notes or the 2028 Notes, as applicable, provided that any Additional Notes that are not fungible with the 2024 Notes, the 2026 Notes or the 2028 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 ▇▇▇▇▇ 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 16 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 ▇▇▇▇▇ 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 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 ▇▇▇▇▇ 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
Sources: Senior Secured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)
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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 ▇▇▇▇▇ 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
Sources: Indenture (Ferroglobe PLC)
Issuable in Series. (a) This Indenture is unlimited in aggregate principal amountThe 2026 Notes are a single series and shall be substantially identical except as to denomination. The Issuer may, subject 2029 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 2026 Notes and/or the 2029 Notes by issuing additional 2026 Notes (c“Additional 2026 Notes”) and/or additional 2029 Notes (“Additional 2029 Notes” and, together with the Additional 2026 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 2026 Notes or the 2029 Notes, as applicable, provided that any Additional Notes that are not fungible with the 2026 Notes or the 2029 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 ▇▇▇▇▇ 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. 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 ▇▇▇▇▇ 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.
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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 ▇▇▇▇▇ 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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Sources: Senior Unsecured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)