Common use of Issuance of Additional Notes Clause in Contracts

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, and issue price. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 8 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

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Issuance of Additional Notes. The Company shall be entitled(a) After the Issue Date, the Issuer shall, subject to its compliance with Section 4.09 hereofthe terms of this Indenture but without notice to or the consent of any Holders, be entitled to create and issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as as, and rank equally and ratably with, the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, and issue price. The Initial Notes issued , the initial interest accrual date and amount of interest payable on the first payment date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. applicable thereto. (b) With respect to any Additional Notes, the Company Issuer shall set forth in a resolution of the Board Resolution of Directors of the Issuer and an Officers’ Certificate, a copy of each of which shall be delivered to the TrusteeTrustee along with the Issuer Order, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price, the issue date, the initial interest accrual date and the CUSIP and/or ISIN number of such Additional Notes Notes, provided, however, that no Additional Notes may be issued at a price that would cause with the same CUSIP number as the Notes previously issued under this Indenture if such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether are not fungible with such Additional previously issued Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesfor U.S. federal income tax or other purposes.

Appears in 5 contracts

Samples: Indenture (Hess Midstream LP), Indenture (Hess Midstream LP), Indenture (Hess Midstream LP)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price. The Initial Notes issued , amount of interest payable on the date hereoffirst Interest Payment Date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto (and, and any if such Additional Notes shall be treated as a single class for all purposes under this Indentureissued in the form of Exchange Notes, including without limitation, directions, waivers, consents, redemptions and Offers other than with respect to Purchasetransfer restrictions); provided that such issuance is not prohibited by Section 4.12. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Managers (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst Interest Payment Date applicable thereto; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Securities or Unrestricted Notes.

Appears in 5 contracts

Samples: Indenture (Huntsman CORP), Indenture (Huntsman CORP), Indenture (Huntsman International LLC)

Issuance of Additional Notes. The Company After the Issue Date, the Issuers shall be entitled, subject to its their compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial All the Notes issued on the date hereof, and any Additional Notes under this Indenture shall be treated as a single class for all purposes under of this Indenture, Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company each Issuer shall set forth in a Board Resolution board resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be issued, authenticated and delivered pursuant to this Indenture;. In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: (2i) the issue pricean executed supplemental indenture, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Codeif any; and (3ii) whether such Additional Notes shall be subject to the restrictions on transfer set forth an Officers’ Certificate and Opinion of Counsel delivered in accordance with Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes12.04.

Appears in 5 contracts

Samples: Indenture (PBF Logistics LP), Indenture (Tesoro Logistics Lp), Indenture (Tesoro Logistics Lp)

Issuance of Additional Notes. The Company shall be entitled, from time to time, subject to its compliance with Section 4.09 hereof4.12, without the consent of any Holder, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, Issue Date other than with respect to (i) the date of issuance, and (ii) the issue price, (iii) the amount of interest payable on the first interest payment date, (iv) and (v) any changes necessary to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes issued on the date hereof, Issue Date and any Additional Notes and Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ CertificateCertificate prepared pursuant to a resolution of the Board of Directors, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2b) the issue price, the issue date and the CUSIP and/or or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3c) whether such Additional Notes shall be subject Restricted Notes or shall be issued in the form of Exchange Notes. For the avoidance of doubt, in connection with any issuance of Additional Notes, the Company shall deliver to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes Trustee the documents contemplated by Sections 2.01(f) and Restricted Definitive Notes12.04.

Appears in 4 contracts

Samples: Indenture (Treasure Chest Casino LLC), Indenture (Boyd Gaming Corp), Indenture (Boyd Acquisition I, LLC)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date or the Exchange Notes issued in exchange for the Initial Notes, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, first payment of interest and any Additional Notes shall be treated as rights under a single class for all purposes under this Indenturerelated Registration Rights Agreement, including without limitation, directions, waivers, consents, redemptions and Offers to Purchaseif any. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or number and corresponding ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating Exhibit A to Restricted Global this Indenture or shall be issued in the form of Exchange Notes and Restricted Definitive Notesas set forth in Exhibit A to this Indenture.

Appears in 4 contracts

Samples: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx), Indenture (Cinemark Usa Inc /Tx)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 4 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 4.11 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under the Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 4 contracts

Samples: Indenture (Neenah Foundry Co), Indenture (Cast Alloys Inc), Indenture (Neenah Foundry Co)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 4.11 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, and issue price. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 4 contracts

Samples: Indenture (Neenah Foundry Co), Indenture (Neenah Foundry Co), Indenture (Cast Alloys Inc)

Issuance of Additional Notes. The After the Issue Date, the Company shall will be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, and issue price, original interest accrual date and original Interest Payment Date, and such Additional Notes may not have the benefit of registration rights. The Initial All the Notes issued on the date hereof, and any Additional Notes under this Indenture shall be treated as a single class for all purposes under of this Indenture, Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase; provided, however, that in the event that any Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Notes. With respect to any Additional Notes, the Company shall will set forth in a resolution of the Board Resolution of Directors and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) and whether such Additional Notes shall be subject to have the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesbenefit of registration rights.

Appears in 3 contracts

Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)

Issuance of Additional Notes. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section Sections 4.09 hereofand 4.12, to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, and any Additional All Notes shall be treated as a single class for all purposes under equally and ratably entitled to the benefits of this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Issuer shall set forth in a resolution of the Board Resolution of the Issuer and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, Notes; provided that no only those Additional Notes may that are part of the “same issue” as all other Notes issued under this Indenture, as defined under Treasury Regulation Section 1.1275-1(f), or issued in a “qualified reopening” under Treasury Regulation Section 1.1275-2(k) will be issued at a price that would cause with the same CUSIP number as the other Notes issued under this Indenture. In authenticating such Additional Notes Notes, and accepting the additional responsibilities under this Indenture in relation to have “original issue discount” within such Additional Notes, the meaning Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: (i) an executed supplemental indenture, if any; (ii) an Officers’ Certificate; (iii) Opinion of Counsel delivered in accordance with Section 1273 of the Code13.02; and (3iv) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesother documents as it may reasonably require.

Appears in 3 contracts

Samples: Indenture (Reliant Software, Inc.), Indenture (Reliant Software, Inc.), Indenture (Community Choice Financial Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 3 contracts

Samples: Indenture (Videotron Ltee), Indenture (Videotron Ltee), Indenture (Quebecor Media Inc)

Issuance of Additional Notes. The Company Issuers shall be entitled, subject to its their compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issue price and issue pricethe date from which interest begins to accrue. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including including, without limitation, directions, waivers, consents, directions, declarations, amendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company Issuers shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or number and any corresponding ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3) whether such Additional Notes shall be subject to Transfer Restricted Securities and issued in the restrictions on transfer set forth form of Restricted Notes or shall be issued in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive the form of Unrestricted Notes.

Appears in 3 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue an unlimited aggregate principal amount of Additional Notes under this Indenture Indenture, all of which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, and issue price, and amount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.10. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or number and any corresponding ISIN or Common Code number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether or not such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive NotesSecurities.

Appears in 3 contracts

Samples: Indenture (Phi Inc), Indenture (Phi Inc), Indenture (Phi Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions (and, if such Additional Notes shall be issued in the form of Restricted Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by the terms of this Indenture, including SECTION 4.9. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture; provided, including without limitationhowever, directionsthat if any such Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, waivers, consents, redemptions and Offers to Purchasethey will be issued under a separate CUSIP number. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and in an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 3 contracts

Samples: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)

Issuance of Additional Notes. The Company shall be entitledmay, subject to its compliance with Section 4.09 hereof, to issue additional Notes (“Additional Notes Notes”) under this Indenture which shall will have identical terms as the Initial Notes issued on the date hereof, Issue Date other than with respect to the date of issuance, and issue price, first payment of interest and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.08 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 3 contracts

Samples: Indenture (Parker Drilling Co /De/), Indenture (Parker Drilling Co /De/), Indenture (Parker Drilling Co /De/)

Issuance of Additional Notes. The Company shall Issuer will be entitled, subject from time to its compliance with Section 4.09 hereoftime, without consent of the Holders, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, Issue Date other than with respect to (i) the date of issuanceissuance and initial accrual of interest, and (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes issued on the date hereof, Issue Date and any Additional Notes shall will be treated as a single class for all purposes under this Indenture, including without limitationexcept that Additional Notes issued with “original issue discount” within the meaning of the Internal Revenue Code of 1986, directionsas amended, waiversshall not have the same CUSIP number as any Initial Notes and, consentsto the extent required by applicable tax regulations, redemptions may be treated as a separate class for purposes of transfer and Offers to Purchaseexchanges of Notes. With respect to any Additional Notes, the Company shall Issuer will set forth in an Officer’s Certificate pursuant to a resolution of the Board Resolution and an Officers’ Certificateof Directors of the Issuer, a copy of each copies of which shall will be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3) whether such Additional Notes shall will be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesrestrictions.

Appears in 3 contracts

Samples: Indenture (Taylor Morrison Home Corp), Indenture (Taylor Morrison Home Corp), Indenture (Taylor Morrison Home Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 3 contracts

Samples: Indenture (Citizens Communications Co), Indenture (Citizens Communications Co), Indenture (Citizens Communications Co)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereofwithout the consent of the Holders, to issue Additional Notes under this Indenture in an unlimited principal amount which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto and, terms of optional redemption, if any; provided that such issuance is not prohibited by Section 4.09 or 4.10. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesrestricted securities or shall be registered securities.

Appears in 3 contracts

Samples: Indenture (Cenveo, Inc), Indenture (ReFinance America, LTD), Indenture (Cenveo, Inc)

Issuance of Additional Notes. The Company (a) After the Issue Date, the Issuers shall be entitled, subject to its their compliance with the covenants contained in this Indenture, including Section 4.09 hereof4.08, to issue Additional Notes under this Indenture Indenture, which Additional Notes shall have identical terms as to the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issuance and the issue price. The Initial All the Notes issued on the date hereof, and any Additional Notes shall under this Indenture will be treated as a single class for all purposes under of this Indenture, Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers any Offer to Purchase. . (b) With respect to any Additional Notes, the Company Issuers shall set forth in a Board Resolution and the Company shall set forth in an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.08 that the Issuers are relying upon to issue such Additional Notes; and (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 3 contracts

Samples: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.)

Issuance of Additional Notes. The Company shall Issuers will be entitled, upon delivery of an Officers’ Certificate, Opinion of Counsel and Authentication Order, subject to its compliance with Section Sections 2.02, 4.09 and 4.12 hereof, to issue Additional Notes under this Indenture Indenture, which shall have identical terms as the Initial Notes issued on the date hereofof this Indenture, other than with respect to the date of issuance, the initial date from which interest shall accrue on such Additional Notes and issue price. The Initial Notes issued on the date Subject to Sections 4.09 and 4.12 hereof, and without the consent of any Additional Notes shall Holder of Notes, the Issuers will be treated as a single class for all purposes under entitled to make any amendments to this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers the Note Guarantees or any of the Collateral Documents as they reasonably determine appropriate in good faith to Purchasefacilitate the issuance of such Additional Notes. With respect to any Additional Notes, the Company shall Issuers will set forth in a resolution of the Board Resolution of Directors of Xxxx Capital and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3b) whether which such Additional Notes shall be subject to Notes issued in the restrictions on transfer set forth in Section 2.06 hereof relating to form of Restricted Global Notes and or Restricted Definitive Notes, as the case may be, or shall be Notes issued in the form of Unrestricted Global Notes or Unrestricted Definitive Notes, as the case may be.

Appears in 3 contracts

Samples: Indenture (Wynn Las Vegas LLC), Indenture (Wynn Resorts LTD), Indenture (Wynn Las Vegas LLC)

Issuance of Additional Notes. The Company shall be entitledentitled to issue, subject from time to its compliance with Section 4.09 hereoftime, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date or the Exchange Notes exchanged therefor (in each case, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date hereofapplicable thereto), and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchasethe case may be. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2ii) the issue price, the issue date and the CUSIP and/or ISIN “CUSIP” and “ISIN” number of any such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Code; andfirst payment date applicable thereto; (3iii) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof Exhibit A to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit B to this Indenture; and (iv) if applicable, the resale restriction termination date relating to Restricted Global the Notes and the Restricted Definitive Period for such Additional Notes.

Appears in 2 contracts

Samples: Indenture (Acuity Brands Lighting, Inc.), Indenture (Acuity Brands Inc)

Issuance of Additional Notes. The Company shall be entitled, from time to time, subject to its compliance with Section 4.09 4.07 and Sections 12.04 and 12.05 hereof, without consent of the Holders, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, Issue Date other than with respect to (a) the date of issuance, and (b) the issue price, (c) the amount of interest payable on the first Interest Payment Date, (d) if applicable, the initial Interest Payment Date and the initial interest accrual date and (e) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any required legends. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in an Officers’ Certificate pursuant to a Board Resolution and an Officers’ Certificateof the Company, a copy of each copies of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3) whether such Additional Notes shall be subject to transfer restrictions or shall be issued in the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive form of Exchange Notes.

Appears in 2 contracts

Samples: Indenture (Lifepoint Hospitals, Inc.), Indenture (Lifepoint Hospitals, Inc.)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 3.5 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Boardwalk Pipeline Partners, LP), Indenture (Boardwalk Pipeline Partners, LP)

Issuance of Additional Notes. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.09 hereof4.03, to issue Additional Notes under this Indenture Indenture, which Additional Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial All the Notes issued on the date hereof, and any Additional Notes under this Indenture shall be treated as a single class for all purposes under of this Indenture, Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Notes; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to Initial Notes or shall be issued in the restrictions on transfer form of Exchange Notes as set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.Exhibit A. ARTICLE THREE

Appears in 2 contracts

Samples: Indenture (Leasehold Resource Group LLC), Indenture (SHG Holding Solutions Inc)

Issuance of Additional Notes. The Company shall be entitledentitled to issue, subject from time to its compliance with Section 4.09 hereoftime, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date or the Exchange Notes exchanged therefor (in each case, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date hereofapplicable thereto), and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchasethe case may be. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2ii) the issue price, the issue date and the CUSIP and/or ISIN "CUSIP" and "ISIN" number of any such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Code; andfirst payment date applicable thereto; (3iii) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating Exhibit A to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit B to this Indenture; and (iv) if applicable, the Resale Restriction Termination Date and the Restricted Global Notes and Restricted Definitive Period for such Additional Notes.

Appears in 2 contracts

Samples: Indenture (Valspar Corp), Indenture (Dow Jones & Co Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional interest with respect thereto; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9. The Initial Notes issued on the date hereof, and any Additional Notes shall be be, without limitation, treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and Issue Date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Salem Media Group, Inc. /De/), Indenture (Salem Media Group, Inc. /De/)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, accreted value, CUSIP or ISIN numbers, first interest payment date and amount of interest payable on the first interest payment date applicable thereto, as applicable; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. The Initial All Notes issued on the date hereof, and any under this Indenture (including Additional Notes Notes) shall be treated as a single class for all purposes under this IndentureIndenture including for purposes of any vote, including without limitationconsent, directionswaiver or other act of Holders; provided, waivershowever, consentsthat if any such Additional Notes are not fungible with other Notes issued hereunder for federal income tax purposes, redemptions and Offers to Purchasethen such additional Notes shall have a separate CUSIP number. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Code; and (3) whether such Additional Notes date from which interest shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesaccrue.

Appears in 2 contracts

Samples: Indenture (Target Hospitality Corp.), Indenture (WillScot Corp)

Issuance of Additional Notes. The Company (a) After the Issue Date, the Issuers shall be entitled, subject to its their compliance with Section 4.09 hereof4.06, to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial All the Notes issued on the date hereof, and any Additional Notes under this Indenture shall be treated as a single class for all purposes under of this Indenture, Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchase. purchase. (b) With respect to any Additional Notes, the Company Issuers shall set forth in a resolution of the Board Resolution of Managers and Board of Directors, as applicable, and an Officers’ CertificateCertificate or supplemental indenture, a copy of each of which shall be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.06 that the Issuers are relying on to issue such Additional Notes; and (2ii) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes, if any; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Shea Homes Limited Partnership), Indenture (Shea Homes Limited Partnership)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Great Lakes Dredge & Dock CORP), Indenture (Great Lakes Dredge & Dock CORP)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereofwithout the consent of the Holders, to issue Additional Notes under this Indenture in an unlimited principal amount which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto; provided that such issuance is not prohibited by Section 4.09 or 4.10. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesrestricted securities or shall be registered securities.

Appears in 2 contracts

Samples: Indenture (Cenveo, Inc), Indenture (Cenveo, Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes Notes, including Exchange Notes, under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first interest payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions, any registration rights agreement and additional interest with respect thereto); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. The Initial Notes issued on the date hereof, and any Additional Notes shall subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Nuveen Investments Holdings, Inc.), Indenture (Nuveen Investments Holdings, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this the Indenture which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, the initial date from which interest begins to accrue, the amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related to such Additional Notes, if any, and, if applicable, the existence of transfer restrictions pursuant to the Securities Act of 1933, as amended. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this the Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (23) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause such Additional Notes the amount of interest payable on the first payment date applicable thereto and the initial date from which interest begins to have “original issue discount” within the meaning of Section 1273 of the Codeaccrue; and (34) whether the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Supplemental Indenture (CalAtlantic Group, Inc.), Supplemental Indenture (CalAtlantic Group, Inc.)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Boardwalk Pipeline Partners, LP), Indenture (Boardwalk Pipeline Partners, LP)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date Issue Date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Texas San Macros Treatment Center Lp), Indenture (Psychiatric Solutions Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes providedNotes; PROVIDED, howeverHOWEVER, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code, other than a DE MINIMIS original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Prestige Brands International, Inc.), Indenture (Prestige Brands Holdings, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, Notes; provided that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to transfer restricted notes and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive 2.02 this Indenture or shall be issued in the form of Exchange Notes.

Appears in 2 contracts

Samples: Indenture (Airgas East Inc), Indenture (Crown Battleground LLC)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofAugust 9, 2013, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date applicable thereto; provided, that such issuance is not prohibited by Section 4.09 hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2B) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether . Any Additional Notes shall vote, together with any Notes previously issued pursuant to this Indenture, as one class for all matters. In addition to the foregoing, in connection with the issuance of such Additional Notes, the Company shall deliver an Opinion of Counsel to the effect that all conditions precedent to the issuance of such Additional Notes have been complied with, and that, upon authentication, such Additional Notes shall be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notescustomary assumptions).

Appears in 2 contracts

Samples: Indenture (Playa Hotels & Resorts N.V.), Indenture (Playa Hotels & Resorts B.V.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions, any Registration Rights Agreement and additional interest with respect thereto); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company each Issuer shall set forth in a resolution of its Board Resolution of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and Issue Date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)

Issuance of Additional Notes. The Company shall be entitledAfter the Issue Date, the Issuers shall, subject to its compliance with Section 4.09 hereofthe terms of this Indenture but without notice to or the consent of any Holders, be entitled to create and issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as as, and rank equally and ratably with, the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, and issue price. The Initial Notes issued , the initial interest accrual date and amount of interest payable on the first payment date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchaseapplicable thereto. With respect to any Additional Notes, the Company Issuers shall set forth in a resolution of the Board Resolution of Directors of each Issuer and an Officers’ Certificate, a copy of each of which shall be delivered to the TrusteeTrustee along with the Issuer Order, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2b) the issue price, the issue date, the initial interest accrual date and the CUSIP and/or ISIN number of such Additional Notes Notes, provided, however, that no Additional Notes may be issued at a price that would cause with the same CUSIP number as the Notes previously issued under this Indenture if such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether are not fungible with such Additional previously issued Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesfor U.S. federal income tax purposes.

Appears in 2 contracts

Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this the Indenture which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, the initial date from which interest begins to accrue, the amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related to such Additional Notes, if any, and, if applicable, the existence of transfer restrictions pursuant to the Securities Act of 1933, as amended. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this the Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (23) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (34) whether the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Supplemental Indenture (Standard Pacific Corp /De/), Twentieth Supplemental Indenture (Standard Pacific Corp /De/)

Issuance of Additional Notes. The Company shall be entitledmay, subject to its compliance with Section 4.09 hereof, to issue additional Notes ("Additional Notes Notes") under this Indenture which shall will have identical terms as the Initial Notes issued on the date hereof, Issue Date other than with respect to the date of issuance, and issue price, first payment of interest and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.08 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Parker Drilling Co /De/), Indenture (Quail Usa LLC)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, accreted value, CUSIP or ISIN numbers, first interest payment date and amount of interest payable on the first interest payment date applicable thereto, as applicable; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. The Initial All Notes issued on the date hereof, and any under this Indenture (including Additional Notes Notes) shall be treated as a single class for all purposes under this IndentureIndenture including for purposes of any vote, including without limitationconsent, directionswaiver or other act of Holders; provided, waivershowever, consentsthat if any such Additional Notes are not fungible with other Notes issued hereunder for federal income tax purposes, redemptions and Offers to Purchasethen such additional Notes shall have a separate CUSIP number. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture; and (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Code; and (3) whether such Additional Notes date from which interest shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesaccrue.

Appears in 2 contracts

Samples: Indenture (Target Hospitality Corp.), Indenture (WillScot Mobile Mini Holdings Corp.)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue priceprice and amount of interest payable on the first payment date applicable thereto. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase; provided, however, that any Additional Notes that are not fungible with the Notes for U.S. federal income tax purposes shall have a separate CUSIP and/or ISIN number. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution of its Board of Directors and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notestransfer.

Appears in 2 contracts

Samples: Indenture (GameStop Corp.), Indenture (GameStop Corp.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes of either series under this Indenture which shall have substantially identical terms as the Initial Notes issued on the date hereofof such series, other than with respect to the date of issuance, and issue price. The Initial Notes issued , amount of interest payable on the date hereoffirst Interest Payment Date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto (and, and any if such Additional Notes shall be treated as a single class for all purposes under this Indentureissued in the form of Exchange Notes, including without limitation, directions, waivers, consents, redemptions and Offers other than with respect to Purchasetransfer restrictions); provided that such issuance is not prohibited by Section 4.12. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Managers (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the series of and aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst Interest Payment Date applicable thereto; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Securities or Unrestricted Notes.

Appears in 2 contracts

Samples: Indenture (Huntsman International LLC), Indenture (Huntsman International LLC)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, and issue price. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause if such issuance of Additional Notes to have would not constitute a original issue discountqualified reopening” within the meaning of Treasury Regulation Section 1273 of 1.1275-2(k) under the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)

Issuance of Additional Notes. The Company Issuers shall be entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the Holders, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, other than with respect to (i) the date of issuance, and (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes issued on the date hereofNotes, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Issuers shall set forth in a Board Resolution and an Officers’ Certificate, a copy Certificate pursuant to resolutions of the Board of Directors of each Issuer, copies of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether such Additional Notes shall be subject to issued in the restrictions on transfer set forth in Section 2.06 hereof relating to form of Restricted Global Notes or Exchange Notes. In connection with the issuance of Additional Notes, the Trustee shall receive an Opinion of Counsel, together with enforceability, corporate and Restricted Definitive Notesother customary opinions.

Appears in 2 contracts

Samples: Indenture (Susser Holdings CORP), Indenture (Susser Holdings CORP)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 Sections 3.4 and 3.5 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, and issue priceprice and, if applicable, the first payment of interest thereon. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including including, without limitation, directions, waivers, consents, directions, declarations, amendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes date; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Indenture (Boardwalk Pipelines Lp), Indenture (Boardwalk Pipeline Partners, LP)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, ---------------------------- entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, and issue price, and amount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.03. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and an Officers’ Certificatein a Company Order, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number or Common Code of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether such Additional Notes shall be subject to Notes bearing the restrictions on transfer set forth Private Placement Legend and issued in Section 2.06 hereof relating to Restricted Global the form of Initial Notes and Restricted Definitive or shall be Unrestricted Notes issued in the form of Exchange Notes.

Appears in 2 contracts

Samples: Indenture (Sola International Inc), Indenture (Manitowoc Co Inc)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 4.18 hereof, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereofClosing Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereofClosing Date, and any Additional Notes shall and all Exchange Notes issued in exchange therefor will be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall Issuer will set forth in a resolution of the Board Resolution of Directors of the Issuer and an Officers' Certificate, a copy of each copies of which shall will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2ii) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3iii) whether such Additional Notes shall will be subject to Transfer Restricted Securities or will be issued in the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive form of Exchange Notes.

Appears in 2 contracts

Samples: Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Unrestricted Notes or Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.9. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to Restricted Securities and issued in the restrictions on transfer set forth form of Initial Notes or shall be registered securities issued in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive the form of Unrestricted Notes.

Appears in 2 contracts

Samples: Indenture (Trinity Industries Inc), Indenture (Trinity Marine Products, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto and terms of optional redemption, if any (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.09. The Initial Notes issued on the date hereofNotes, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to PurchaseIndenture in accordance with Section 2.02. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors (or a duly appointed committee thereof) and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Initial Notes or shall be registered securities issued in the form of Exchange Notes, each as set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesthe Exhibits hereto.

Appears in 2 contracts

Samples: Indenture (Dominos Pizza Government Services Division Inc), Indenture (Dominos Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes, including Exchange Notes and New Guitar Center Notes, under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first interest payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions, any registration rights agreement and additional interest with respect thereto); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. The Initial Notes issued on the date hereof, and any Additional Notes, Exchange Notes or New Guitar Center Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board of Directors Resolution and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive Notes.

Appears in 2 contracts

Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under the related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Thermadyne Australia Pty Ltd.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional interest with respect thereto; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes shall be be, without limitation, treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and Issue Date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Salem Communications Corp /De/)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional interest with respect thereto(1); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes shall be be, without limitation, treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Issuer shall set forth in a resolution of its Board Resolution of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Spirit AeroSystems Holdings, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notestransfer.

Appears in 1 contract

Samples: Indenture (S&c Resale Co)

Issuance of Additional Notes. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof; provided, and any however that such Additional Notes shall be treated may have a different CUSIP number as a single class for all purposes described under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchaseclause (b) below. With respect to any Additional Notes, the Company Issuer shall set forth in a resolution of the Board Resolution of the Issuer and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, Notes; provided that no only those Additional Notes that are part of the “same issue” as all other Notes issued under this Indenture, as defined under Treasury Regulation Section 1.1275-1(f), or issued in a “qualified reopening” under Treasury Regulation Section 1.1275-2(k) may be issued at a price that would cause with the same CUSIP number as the other Notes issued under this Indenture. In authenticating such Additional Notes Notes, and accepting the additional responsibilities under this Indenture in relation to have “original issue discount” within such Additional Notes, the meaning Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: (i) an Officer’s Certificate and Opinion of Counsel delivered in accordance with Section 1273 of the Code12.02; and (3ii) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesother documents as it may reasonably require.

Appears in 1 contract

Samples: Indenture (Patheon Holdings Cooperatief U.A.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directionswaiver, waivers, consentsamendments, redemptions and Offers offers to Purchase. purchase.. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to transfer restricted notes and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive 2.02 this Indenture or shall be issued in the form of Exchange Notes.

Appears in 1 contract

Samples: Indenture (Carters Imagination Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofSeptember 28, 1999, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date hereofapplicable thereto (and, and any if such Additional Notes shall be treated as a single class for all purposes under this Indentureissued in the form of Exchange Notes, including without limitationother than with respect to transfer restrictions); provided, directions, waivers, consents, redemptions and Offers to Purchasethat such issuance is not prohibited by Section 4.09 hereof. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and; (3C) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Notes or shall be registered securities issued in the form of Exchange Notes as set forth in Section 2.06 hereof relating hereof; and Any Additional Notes shall vote, together with any Notes previously issued pursuant to Restricted Global Notes and Restricted Definitive Notesthis Indenture, as one class for all matters.

Appears in 1 contract

Samples: Indenture (Sbarro Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture in a principal amount not to exceed $200,000,000 in the aggregate which shall have identical terms as the Initial Notes issued on the date hereofNovember 25, 2003, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided, that such issuance is not prohibited by Section 4.13. The Initial Notes issued on the date hereofNovember 25, and 2003, any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall provide the Trustee the documents required by Section 13.04, and shall set forth in a resolution of the Board Resolution of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Initial Notes or shall be registered securities issued in the form of Exchange Notes as set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.the Appendix. ARTICLE THREE

Appears in 1 contract

Samples: Indenture (Amida Industries Inc)

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Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes providedNotes; PROVIDED, howeverHOWEVER, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Sun Media Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Aviall Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions consents and Offers to Purchaseredemptions. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (General Growth Properties, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereofwithout the consent of the Holders, to issue Additional Notes under this Indenture in an unlimited principal amount which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto; provided that such issuance is not prohibited by Section 4.09 or 4.10. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.restricted securities or shall be registered securities

Appears in 1 contract

Samples: Indenture (Cenveo, Inc)

Issuance of Additional Notes. The (a) After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.09 hereof4.03, to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofOriginal Notes, other than with respect to the date of issuance, and issue price, original interest accrual date and original interest payment date. The Initial All the Notes issued on the date hereof, and any Additional Notes under this Indenture shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, supplements, redemptions and Offers offers to Purchase. purchase; provided, however, that in the event that any Additional Notes are not fungible with the Original Notes for U.S. Federal income tax purposes, such non-fungible Additional Notes shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Original Notes. (b) With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Notes; and (2ii) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Beacon Roofing Supply Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.02, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofClosing Date, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Notes issued on the date hereofClosing Date, and any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2ii) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3iii) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer set forth form of Initial Notes or in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive the form of Exchange Notes.

Appears in 1 contract

Samples: Indenture (Graphic Packaging Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date or the Exchange Notes issued in exchange for the Initial Notes, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, first payment of interest and any Additional Notes shall be treated as rights under a single class for all purposes under this Indenturerelated Registration Rights Agreement, including without limitation, directions, waivers, consents, redemptions and Offers to Purchaseif any. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or number and corresponding ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to Transfer Restricted Securities and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating Exhibit A to Restricted Global this Indenture or shall be issued in the form of Exchange Notes and Restricted Definitive Notesas set forth in Exhibit A to this Indenture.

Appears in 1 contract

Samples: Indenture (Sierra Pacific Resources /Nv/)

Issuance of Additional Notes. The Company Companies shall be entitled, subject to its their compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Companies shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date Issue Date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.and

Appears in 1 contract

Samples: Indenture (Twi Holdings Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.03. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and an Officers’ Certificatein a Company Order, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether such Additional Notes shall be subject to Notes bearing the restrictions on transfer set forth Private Placement Legend and issued in Section 2.06 hereof relating to Restricted Global the form of Initial Notes and Restricted Definitive or shall be Unrestricted Notes issued in the form of Exchange Notes.

Appears in 1 contract

Samples: Indenture (Manitowoc Co Inc)

Issuance of Additional Notes. The Company Issuers shall be entitled, subject to its their compliance with Section 4.09 hereof4.03, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Such Additional Notes may be consolidated and form a single series with the Initial Notes issued on and any Exchange Notes, vote together with the date hereofInitial Notes and any Exchange Notes and have the same terms as to status, redemption or otherwise as the Initial Notes and any Exchange Notes. The Notes of a series and any Additional Notes shall of such series subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no if Additional Notes may be are issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeCode such Additional Notes shall bear a separate CUSIP number which is different from the CUSIP number of the Notes issued on the Issue Date; and (3) whether such Additional Notes shall be subject to Transfer Restricted Notes and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating the Appendix to Restricted Global this Indenture or shall be issued in the form of Exchange Notes and Restricted Definitive Notes.as set forth in Exhibit A.

Appears in 1 contract

Samples: Indenture (Associated Materials, LLC)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 4.10 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Neenah Paper Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 4.9 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Neenah Foundry Co)

Issuance of Additional Notes. The Company shall be entitled, subject to its their compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions consents and Offers to Purchaseredemptions. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Rouse Co LP)

Issuance of Additional Notes. The Company shall will be entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the Holders, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, Issue Date other than with respect to (i) the date of issuance, and (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes issued on the date hereofIssue Date, and any Additional Notes shall and all Exchange Notes issued in exchange therefor will be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall will set forth in a Board Resolution and an Officers’ CertificateCertificate pursuant to a resolution of the Board of Directors of the Company, a copy of each copies of which shall will be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether such Additional Notes shall will be subject to Transfer Restricted Securities or will be issued in the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive form of Exchange Notes.

Appears in 1 contract

Samples: Indenture (Broder Bros Co)

Issuance of Additional Notes. The Company Issuer shall be entitled, from time to time, subject to its compliance with Section Sections 4.09 hereofand 4.12, without consent of the Holders, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, other than with respect to (i) the date of issuance, and (ii) the issue price, (iii) the date from which the interest shall accrue, (vi) the first interest payment date and (v) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) or to reflect differences with respect to original issue discount for United States federal income tax purposes. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and an Officers’ CertificateOfficer’s Certificate of the Issuer, a copy of each copies of which shall be delivered to the TrusteeTrustee (with a copy to the Paying Agent and the Registrar), the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning of Section 1273 of the Code; and (3) whether date on which interest on such Additional Notes shall be subject begin to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesaccrue.

Appears in 1 contract

Samples: Indenture (Intl Fcstone Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture in an aggregate amount not exceeding the Additional Notes Amount, which Additional Notes shall have identical terms and conditions as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issue price and issue pricethe date from which interest will accrue. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes Notes, will be equally and ratably secured by the Liens granted to the Collateral Agent on the Collateral and shall be treated as a single class for all purposes under this Indenture, including including, without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.09 that the Company is relying on to issue such Additional Notes; and (2) the issue price, the issue date (and the corresponding date from which interest shall accrue thereon and the first interest payment date therefor) and the CUSIP and/or number and any corresponding ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Pacific Drilling S.A.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofJanuary 29, 2004, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date hereofapplicable thereto (and, and any if such Additional Notes shall be treated as a single class for all purposes under this Indentureissued in the form of Exchange Notes, including without limitationother than with respect to transfer restrictions); provided, directions, waivers, consents, redemptions and Offers to Purchasethat such issuance is not prohibited by Section 4.09 hereof. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) : the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) ; the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and (3) and whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Notes or shall be registered securities issued in the form of Exchange Notes as set forth in Section 2.06 hereof relating hereof. Any Additional Notes shall vote, together with any Notes previously issued pursuant to Restricted Global Notes and Restricted Definitive Notes.this Indenture, as one class for all matters. REDEMPTION AND OFFERS TO PURCHASE

Appears in 1 contract

Samples: Indenture (Vail Resorts Inc)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, accreted value, CUSIP or ISIN numbers, first interest payment date and amount of interest payable on the first interest payment date applicable thereto, as applicable; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. The Initial All Notes issued on the date hereof, and any under this Indenture (including Additional Notes Notes) shall be treated as a single class for all purposes under this IndentureIndenture including for purposes of any vote, including without limitationconsent, directionswaiver or other act of Holders; provided, waivershowever, consentsthat if any such Additional Notes are not fungible with other Notes issued hereunder for federal income tax purposes, redemptions and Offers to Purchasethen such additional Notes shall have a separate CUSIP number. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Code; and (3) whether such Additional Notes date from which interest shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesaccrue.

Appears in 1 contract

Samples: Indenture (WillScot Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofInitial Issuance Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereofInitial Issuance Date, and any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or number and corresponding ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to Transfer Restricted Securities and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating Exhibit 1 to Restricted Global the Appendix to this Indenture or shall be issued in the form of Exchange Notes and Restricted Definitive Notesas set forth in Exhibit A to the Appendix.

Appears in 1 contract

Samples: Indenture (Bristow Group Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have substantially identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto and, terms of optional redemption, if any (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.12. The Initial Notes issued on the date hereofNotes, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to PurchaseIndenture in accordance with Section 2.02. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Managers (or a duly appointed committee thereof) and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Securities or Unrestricted Notes.

Appears in 1 contract

Samples: Indenture (Huntsman Advanced Materials (UK) LTD)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereofupon delivery of an Officers’ Certificate, Opinion of Counsel and Authentication Order, without the consent of holders, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue priceprice and, if applicable, the initial interest accrual date and the initial interest payment date, subject to compliance with Section 4.09 hereof. The Initial Notes issued on the date hereof, and any Additional Notes shall issued will be treated as a single class for all purposes under this Indenture, including without limitationprovided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, directions, waivers, consents, redemptions and Offers to Purchasethe Additional Notes will have a separate CUSIP number. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: : (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; , (2) the issue price, the issue date of issuance and the CUSIP and/or ISIN number of such Additional Notes provided, however, and (3) that no Additional Notes may be issued at a price that would cause the issuance of such Additional Notes to have “original issue discount” within the meaning of does not contravene Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes4.09 hereof.

Appears in 1 contract

Samples: Indenture (Tennant Co)

Issuance of Additional Notes. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.09 hereof4.12, to issue Additional Notes under this Indenture Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of the Company and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2b) the issue price, the issue date and the CUSIP and/or and ISIN number numbers of such Additional Notes provided, however, Notes; provided that no only those Additional Notes that are fungible with all other Notes issued under this Indenture for U.S. federal income tax purposes may be issued at a price that would cause with the same CUSIP and ISIN number as the other Notes issued under this Indenture. In authenticating such Additional Notes Notes, and accepting the additional responsibilities under this Indenture in relation to have “original issue discount” within such Additional Notes, the meaning of Trustee shall receive, and, subject to Section 1273 of the Code; and7.01, shall be fully protected in relying upon: (3i) whether an Officers’ Certificate and Opinion of Counsel delivered in accordance with Section 13.02; and (ii) such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesother documents as it may reasonably require.

Appears in 1 contract

Samples: Indenture (United States Steel Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereof, hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (ClubCorp Holdings, Inc.)

Issuance of Additional Notes. The Company Issuers shall be entitled, subject to its their compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Issuers shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the CodeCode and such Officers' Certificate shall state in effect that such Additional Notes are not being issued at such a price; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (CBD Media LLC)

Issuance of Additional Notes. The Company (a) After the Issue Date, the Issuer shall be entitled, subject to its compliance with the covenants contained in this Indenture, including Section 4.09 hereof4.08, to issue Additional Notes under this Indenture Indenture, which Additional Notes shall have identical terms as to the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issuance and the issue price. The Initial All the Notes issued on the date hereof, and any Additional Notes shall under this Indenture will be treated as a single class for all purposes under of this Indenture, Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers any Offer to Purchase. ; provided that a separate CUSIP number will be issued for any Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes. (b) With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and the Issuer shall set forth in an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.08 that the Issuer is relying upon to issue such Additional Notes; and (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Xenia Hotels & Resorts, Inc.)

Issuance of Additional Notes. The Company (a) After the Issue Date, the Issuer shall be entitled, subject to its compliance with the covenants contained in this Indenture, including Section 4.09 hereof4.08, to issue Additional Notes under this Indenture Indenture, which Additional Notes shall have identical terms as to the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, issuance and the issue price. The Initial All the Notes issued on the date hereof, and any Additional Notes shall under this Indenture will be treated as a single class for all purposes under of this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers any Offer to Purchase. ; provided that a separate CUSIP number will be issued for any Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes. (b) With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and the Issuer shall set forth in an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.08 that the Issuer is relying upon to issue such Additional Notes; and (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Xenia Hotels & Resorts, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date or the Exchange Notes issued in exchange for the Initial Notes, other than with respect to the date of issuance, issuance and issue price. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or number and corresponding ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to Transfer Restricted Securities and issued in the restrictions on transfer form of Initial Notes as set forth in Section 2.06 hereof relating Exhibit A to Restricted Global this Indenture or shall be issued in the form of Exchange Notes and Restricted Definitive Notesas set forth in Exhibit A to this Indenture.

Appears in 1 contract

Samples: Indenture (Sba Communications Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, amendments, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (La Quinta Properties Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Unrestricted Notes or Exchange Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.04. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and (3) whether such Additional Notes shall be subject to Restricted Securities and issued in the restrictions on transfer set forth form of Initial Notes or shall be registered securities issued in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive the form of Unrestricted Notes.

Appears in 1 contract

Samples: Indenture (Westinghouse Air Brake Technologies Corp)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issuance and issue priceprice and amount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions). The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchasepurchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeNotes; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.transfer. -47-

Appears in 1 contract

Samples: Indenture (Polyone Corp)

Issuance of Additional Notes. The Company Issuer shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and the issue price, the initial interest accrual date, and except as may be provided in clause (c) of this Section 2.15. The Initial Additional Notes shall be issued on in global registered form without interest coupons, substantially in the date hereof, form of Exhibit A hereto. The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company Issuer shall set forth in a Board Resolution and an Officers’ Officer’s Certificate, a copy of each of which shall be delivered to the TrusteeTrustee prior to the authentication thereof, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or CUSIP, ISIN number and Common Code numbers of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeU.S. Internal Revenue Code of 1986, as amended; and (3c) whether such Additional Notes shall be subject to issued in the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted form of a Rule 144A Global Notes and Restricted Definitive NotesNote or a Regulation S Global Note.

Appears in 1 contract

Samples: Indenture (Mobile Telesystems Ojsc)

Issuance of Additional Notes. The Company (a) After the Issue Date, the Issuers shall be entitled, subject to its their compliance with Section 4.09 hereofSections 4.06 and 4.08, to issue Additional Notes under this Indenture the Indenture, which Notes shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issuance and issue price. The Initial All the Notes issued on under the date hereof, and any Additional Notes Indenture shall be treated as a single class for all purposes under this Indenture, of the Indenture including without limitation, directions, waivers, consentsamendments, redemptions and Offers offers to Purchase. purchase. (b) With respect to any Additional Notes, the Company Issuers shall set forth in a resolution of the Board Resolution of Managers and Board of Directors, as applicable, and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;the Indenture and the provision of Section 4.06 that the Issuers are relying on to issue such Additional Notes; and (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes, if any; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Vistancia Marketing, LLC)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofMay 11, 1999, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date hereofapplicable thereto (and, and any if such Additional Notes shall be treated as a single class for all purposes under this Indentureissued in the form of Exchange Notes, including without limitationother than with respect to transfer restrictions); provided, directions, waivers, consents, redemptions and Offers to Purchasethat such issuance is not prohibited by Section 4.09 hereof. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and; (3C) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Notes or shall be registered securities issued in the form of Exchange Notes as set forth in Section 2.06 hereof relating hereof; and Any Additional Notes shall vote, together with any Notes previously issued pursuant to Restricted Global Notes and Restricted Definitive Notesthis Indenture, as one class for all matters.

Appears in 1 contract

Samples: Indenture (Village at Breckenridge Acquisition Corp Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional interest with respect thereto; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes shall be be, without limitation, treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the applicable issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Codedate from which interest shall accrue; and (3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Transfer Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Ascent Capital Group, Inc.)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereofNovember 21, 2001, other than with respect to the date of issuance, issue price and issue price. The Initial Notes issued amount of interest payable on the first payment date hereofapplicable thereto (and, and any if such Additional Notes shall be treated as a single class for all purposes under this Indentureissued in the form of Exchange Notes, including without limitationother than with respect to transfer restrictions); provided, directions, waivers, consents, redemptions and Offers to Purchasethat such issuance is not prohibited by Section 4.09 hereof. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board Resolution of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and; (3C) whether such Additional Notes shall be subject to transfer restricted securities and issued in the restrictions on transfer form of Notes or shall be registered securities issued in the form of Exchange Notes as set forth in Section 2.06 hereof relating hereof; and Any Additional Notes shall vote, together with any Notes previously issued pursuant to Restricted Global Notes and Restricted Definitive Notesthis Indenture, as one class for all matters.

Appears in 1 contract

Samples: Indenture (GHTV Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofIssue Date, other than with respect to the date of issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued without registration under the Securities Act, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.03. The Initial Notes issued on the date hereofIssue Date, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board Resolution of Directors and an Officers’ Certificatein a Company Order, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, price and the issue date and the CUSIP and/or ISIN number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether such Additional Notes shall be subject to Notes bearing the restrictions on transfer set forth Private Placement Legend and issued in Section 2.06 hereof relating to Restricted Global the form of Initial Notes and Restricted Definitive or shall be Unrestricted Notes issued in the form of Exchange Notes.

Appears in 1 contract

Samples: Indenture (Manitowoc Co Inc)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, entitled to issue Additional Notes under this Indenture which that shall have identical terms as the Initial Notes issued on the date hereofNotes, other than with respect to the date of issuance, and issue price, accreted value, CUSIP or ISIN numbers, and amount of interest payable on the first interest payment date applicable thereto, as applicable; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12. The Initial All Notes issued on the date hereof, and any under this Indenture (including Additional Notes and Exchange Notes) shall be treated as a single class for all purposes under this IndentureIndenture including for purposes of any vote, including without limitationconsent, directions, waivers, consents, redemptions and Offers to Purchasewaiver or other act of Holders. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional Notes providedNotes, however, that no Additional Notes may be issued at a price that would cause the first interest payment date and the amount of interest payable on such Additional Notes to have “original issue discount” within first interest payment date applicable thereto and the meaning of Section 1273 of the Code; and (3) whether such Additional Notes date from which interest shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notesaccrue.

Appears in 1 contract

Samples: Indenture (Chetwynd Pulp Land Co Ltd.)

Issuance of Additional Notes. The Company Issuers shall be entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the Holders, to issue Additional Notes under this Indenture which shall have with identical terms as the Initial Notes issued on the date hereof, other than with respect to (i) the date of issuance, and (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes issued on the date hereofNotes, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consents, redemptions and Offers to Purchase. With respect to any Additional Notes, each of the Company Issuers shall set forth in a Board Resolution and an Officers’ Certificate, Certificate pursuant to a copy resolution of the Board of Directors of each of the Issuers, copies of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and (3) whether such Additional Notes shall be subject to issued in the restrictions on transfer set forth in Section 2.06 hereof relating to form of Restricted Global Notes and Restricted Definitive or Exchange Notes.

Appears in 1 contract

Samples: Indenture (PRETIUM CANADA Co)

Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and issue pricerights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, and any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions, waivers, consentsamendments, redemptions and Offers to Purchase. With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes providedNotes; PROVIDED, howeverHOWEVER, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the CodeCode and such Officers' Certificate shall state in effect that such Additional Notes are not being issued at such a price; and (3c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Appears in 1 contract

Samples: Indenture (Medvest Holdings Corp)

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