Issuance and Sale of Notes Sample Clauses
Issuance and Sale of Notes. The Seller has authorized the issuance and sale of $ Class A-1 % Asset Backed Notes (the “Class A-1 Notes”), $ Class A-2[-A] % Asset Backed Notes (the “Class A-2[-A] Notes”), [$ Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and, together with the Class A-2-A Notes, the “Class A-2 Notes”),] $ Class A-3 % Asset Backed Notes (the “Class A-3 Notes” and together with the Class A-1 Notes, the Class A-2[-A] Notes [and the Class A-2-B Notes], the “Class A Notes”), $ Class B % Asset Backed Notes (the “Class B Notes”), $ Class C % Asset Backed Notes (the “Class C Notes”), $ Class D % Asset Backed Notes (the “Class D Notes”; and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”) and $ Class E % Asset Backed Notes (the “Class E Notes”; and together with the Publicly Offered Notes, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20 - (the “Trust”) pursuant to an Indenture, to be dated as of , 20 (the “Indenture”), between the Trust and [Trustee] (“[Trustee]”), a banking , as indenture trustee (the “Trustee”) and as trust collateral agent (the “Trust Collateral Agent”). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, together, the “Securities”) pursuant to a trust agreement, dated as of , 20 , as amended and restated as of , 20 (the “Trust Agreement”), between the Seller and [Owner Trustee], as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after , 20 (the “Cutoff Date”). [The Trust will enter into an interest rate swap agreement with [Hedge Provider] (the “Hedge Counterparty”) on the Closing Date (as defined below) to hedge the floating interest rate on the Class A-3 Notes (the “Hedge Agreement”).]
Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 Class A-1 3.301% Asset Backed Notes, $375,000,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.05% Asset Backed Notes and $306,000,000 Class A-4 LIBOR + 0.08% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-B-M (the “Trust”) pursuant to an Indenture, to be dated as of May 25, 2005 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11, 2005, as amended and restated as of May 25, 2005, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after May 25, 2005 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25, 2005 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).
Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $138,000,000 Class A-1 3.1425% Asset Backed Notes, $256,000,000 Class A-2 3.82% Asset Backed Notes, $107,330,000 Class A-3 4.26% Asset Backed Notes, $63,660,000 Class B 4.48% Asset Backed Notes, $79,570,000 Class C 4.73% Asset Backed Notes and $53,710,000 Class D 5.04% Asset Backed Notes (collectively, the "Notes"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-1 (the "Trust") pursuant to an Indenture, to be dated as of April 6, 2005 (the "Indenture"), between the Trust and JPMorgan Chase Bank, National Association, a national banking association, as indenture trustee (the "Trustee") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue $51,730,000 Class E Notes (the "Class E Notes") issued pursuant to the Indenture and an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the "Certificate") (the Notes, the Class E Notes and the Certificate, collectively, the "Securities") pursuant to a Trust Agreement, dated as of March 15, 2005, as amended and restated as of April 6, 2005 between the Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Receivables") and certain moneys due thereunder after April 6, 2005 (the "Cutoff Date").
Issuance and Sale of Notes. 1.1 While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer and the Guarantor contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
1.2 So long as this Agreement shall remain in effect, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes or notes substantially similar to the Notes in reliance upon the exemption from registration under the Securities Act contained in Section 3(a)(3) thereof, except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements substantially similar to this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice, (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer substantially similar to this Agreement contemporaneously herewith or (c) directly on its own behalf in transactions with persons other than broker-dealers with respect to which no commission is payable.
1.3 The Notes shall be in a minimum denomination or minimum amount, whichever is applicable, of $100,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer; shall have a maturity not exceeding 270 days from the date of issuance (exclusive of days of grace); and shall not contain any provision for extension, renewal or automatic "rollover." The Notes shall be issued in the ordinary course of the Issuer's business.
1.4 The authentication, delivery and payment of the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement and the Notes shall be either individual bearer physical certificates or repr...
Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From July 2, 2018 through February 6, 2019, the Company issued an additional $22,186,975 aggregate principal amount of the 2024 Notes in an at-the-market offering (the “Additional 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $221,467,975 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From July 2, 2018 through February 6, 2019, the Company issued an additional $12,410,775 aggregate principal amount of the 2028 Notes in an at-the-market offering (the “Additional 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $67,410,775 in aggregate principal amount of the 2028 Notes. In December 2018, the Company issued $50,000,000 in aggregate principal amount of its 6.875% Notes due 2029, which trade on the NYSE under the trading symbol “PBC” (the “2029 Notes”). The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, (i) additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Additional 2024 Notes (the “Maximum Amount of 2024 Notes”), (ii) additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Additional 2028 Notes (the “Maximum Amount of 2028 Notes”) and (iii) additional 2029 Notes having an aggregate principal amount of up to $100,000,000 (the “Maximum Amount of 2029 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes and the Maximum Amount of 2029 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The...
Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. As of the date of this Agreement, the Company has issued a total of $199,281,000 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, additional 2024 Notes having an aggregate principal amount of up to $100,000,000 (the “Maximum Amount of 2024 Notes”) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 (the “Maximum Amount of 2028 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes and the Maximum Amount of 2028 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July [2], 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July [2], 2018, between the Company and the Trustee (the “New 2028 Notes Suppl...
Issuance and Sale of Notes. The Issuer hereby agrees to sell to the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Issuer, the Notes on the Closing Date at a price of 100% of the principal amount thereof and in the aggregate principal amount set forth opposite its name on Schedule I hereto (the "Purchase Price"). The Issuer hereby directs the Collateral Trustee to execute the certificate of authentication appended to each Note.
Issuance and Sale of Notes. GS SHARES, SERIES A PREFERRED STOCK AND WARRANTS
(f) Section 2.4 is hereby amended and restated in its entirety as follows:
Issuance and Sale of Notes. Authorization of Notes 1 1.2 Use of Proceeds 1
Issuance and Sale of Notes. Upon the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), the Company will issue and sell to the Purchaser and, in reliance on the representations and warranties of the Company contained herein, the Purchaser will purchase from the Company, the Notes, at a purchase price equal to $150,000,000, which amount equals 100% of the principal amount thereof.