Procedures for Entering Into Supplements and Sale of Notes
Procedures for Entering Into Supplements and Sale of Notes Sample Clauses
Related to Procedures for Entering Into Supplements and Sale of Notes
Offering and Sale of Notes Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.
Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.
Issuance and Sale of Notes The Seller has authorized the issuance and sale of $ Class A-1 % Asset Backed Notes (the “Class A-1 Notes”), $ Class A-2[-A] % Asset Backed Notes (the “Class A-2[-A] Notes”), [$ Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and, together with the Class A-2-A Notes, the “Class A-2 Notes”),] $ Class A-3 % Asset Backed Notes (the “Class A-3 Notes” and together with the Class A-1 Notes, the Class A-2[-A] Notes [and the Class A-2-B Notes], the “Class A Notes”), $ Class B % Asset Backed Notes (the “Class B Notes”), $ Class C % Asset Backed Notes (the “Class C Notes”), $ Class D % Asset Backed Notes (the “Class D Notes”; and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”) and $ Class E % Asset Backed Notes (the “Class E Notes”; and together with the Publicly Offered Notes, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20 - (the “Trust”) pursuant to an Indenture, to be dated as of , 20 (the “Indenture”), between the Trust and [Trustee] (“[Trustee]”), a banking , as indenture trustee (the “Trustee”) and as trust collateral agent (the “Trust Collateral Agent”). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, together, the “Securities”) pursuant to a trust agreement, dated as of , 20 , as amended and restated as of , 20 (the “Trust Agreement”), between the Seller and [Owner Trustee], as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after , 20 (the “Cutoff Date”). [The Trust will enter into an interest rate swap agreement with [Hedge Provider] (the “Hedge Counterparty”) on the Closing Date (as defined below) to hedge the floating interest rate on the Class A-3 Notes (the “Hedge Agreement”).]
Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.
Limitation on Consolidation, Merger and Sale of Assets (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.
Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13
Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).
Issue Description Execution Registration and Exchange of Notes Section 1. DESIGNATION, AMOUNT AND ISSUE OF NOTES. The Notes shall be designated as "7.25% Convertible Subordinated Notes Due 2003." Notes not to exceed the aggregate principal amount of $115,000,000 upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Notes upon the written order of the Company, signed by its (a) Chief Executive Officer, President, Chief Operating Officer or Chief Financial Officer, and (b) any Treasurer or Secretary or any Assistant Secretary, without any further action by the Company hereunder.
Consolidation, Merger and Sale of Assets The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless:
Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.
