Issuance of Notes Sample Clauses

Issuance of Notes. The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering M...

Issuance of Notes. In return for the Consideration paid by the Lender, the Company shall sell and issue to such Lender one or more Notes. Each Note shall have a principal balance equal to that portion of the Consideration paid by such Lender for the Note, as set forth in the Schedule of Lenders. Each Note shall be convertible as set forth in the Notes.

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “Initial Purchasers”) $225,000,000 aggregate principal amount of 7.125% Senior Notes due 2016 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between the Issuers and The Bank of New York Trust Company, National Association, as trustee (the "Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 29, 2006, the "Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in cl...

Issuance of Notes. At the Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and, subject to all of the terms and conditions hereof, each of the Investors severally agrees to purchase, a convertible promissory note in the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint.

Issuance of Notes. The Notes are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all Taxes, liens and charges with respect to the issue thereof.

Issuance of Notes. On the date hereof, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in fully registered form only, the Subclass A-9 Notes upon the written order of the Issuer, in authorized denominations and in the names specified by the Issuer.

Issuance of Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a subordinated convertible promissory note in the form of Exhibit A hereto in the principal amount set forth opposite such Investor’s name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall not exceed $25,000,000.

Issuance of Notes. (1) The Issuer shall, not later than 2:00 p.m. (New York time) on the second New York Business Day prior to the Closing Date: (a) confirm to the Registrar by facsimile or any electronic information system agreed between the Registrar and the Issuer all such information as the Registrar may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Certificate; and (b) designate by facsimile the account of the Issuer to which payment of the proceeds of the issuance of the Notes should be made. (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) On or before 10:00 a.m. (New York time) on the New York Business Day prior to the Closing Date (or any other time agreed between the Registrar and the Issuer having regard to the rules of DTC), the Registrar shall authenticate and deliver the Global Certificate to Deutsche Bank Trust Company Americas, in its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (a) continue to hold such Note to the order of the Issuer; (b) notify the Issuer forthwith of the non-receipt of the proceeds of issue in respect of such Note; and, subsequently, (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar shall pay to the Issuer the amount received by the Registrar from the Manager in respect of such Note on the same day (or, if not possible, as soon as practicable thereafter) as the funds are credited to the account designated by the Registrar. (5) The Registrar shall hold in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is a...

Issuance of Notes. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (Frankfurt am Main time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche: 4.1.1 confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note; 4.1.2 (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and 4.1.4 deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II , as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II). 4.2 On or before 10.00 a.m. (Frankfurt am Main time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant Clearing System, the Fiscal Agent shall 4.2.1 authenticate the Global Note; 4.2.2 deliver the Global Note to, or to a depositary for, the Relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified common depositary) or specified Common Safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper); 4.2.3 if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in...