Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary Guarantees. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 12 contracts
Samples: Senior Indenture (Amplify Energy Corp.), Senior Indenture (Bristow Helicopters Inc), Subordinated Indenture (Bristow Helicopters Inc)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company may executeexecute and deliver to the Trustee and, and upon Company Order Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will shall cause definitive Securities of that series to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company shall execute and and, upon Company Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 6 contracts
Samples: Indenture (Apple Hospitality REIT, Inc.), Indenture (Apple Hospitality REIT, Inc.), Indenture (Apple Hospitality REIT, Inc.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and and, upon delivery of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers Officer or Officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary Guaranteesthereof. If temporary Securities of any series are issued, the Company will cause definitive Securities of that such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 5 contracts
Samples: Indenture (Blue Owl Capital Inc.), Indenture (Ares Management Corp), Indenture (Blue Owl Capital Inc.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Operating Partnership may execute, execute and upon Company Order deliver to the Trustee and, upon Operating Partnership Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Operating Partnership executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Operating Partnership shall cause definitive Securities of that series to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Operating Partnership shall execute and and, upon Operating Partnership Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 4 contracts
Samples: Indenture (Dupont Fabros Technology, Inc.), Indenture (Rhino Equity LLC), Indenture (Kite Realty Group, L.P.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and notations of Subsidiary Guarantees. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 4 contracts
Samples: Senior Indenture (Approach Resources Inc), Subordinated Indenture (Riverbend Gas Gathering, LLC), Senior Indenture (Concho Resources Inc)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesDefinitive Securities, the Company may executeexecute and deliver to the Trustee and, and upon Company Order Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in the form of any series Global Securities. Except in the case of temporary Global Securities, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company will shall cause definitive Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for definitive such Definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive a like principal amount of Definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series. Section 305 Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and tenorof transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” or “Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities.
Appears in 3 contracts
Samples: Indenture (Williams Partners L.P.), Indenture (Williams Partners L.P.), Indenture (Williams Pipeline Partners L.P.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Operating Partnership may execute, execute and upon Company Order deliver to the Trustee and, upon Operating Partnership Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Operating Partnership executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Operating Partnership shall cause definitive Securities of that series to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of (accompanied by any seriesunmatured Coupons appertaining thereto), the Company Operating Partnership shall execute and and, upon Operating Partnership Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions; provided, of any authorized denominations however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount andprovided, if applicablefurther, having endorsed thereon Subsidiary Guarantees executed by that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in or pursuant to this Indenture. Until Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture and the Guarantee as definitive Securities of such series and tenorseries.
Appears in 3 contracts
Samples: Indenture (Corporate Office Properties, L.P.), Indenture (Corporate Office Properties, L.P.), Indenture (Corporate Office Properties, L.P.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company, executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities and Subsidiary Guaranteesmay be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same series, series of any authorized denominations and of like tenor and evidencing the same indebtedness; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security and evidencing the same indebtedness, executed by the Company. On or after the Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if applicableany combination thereof is so specified, having endorsed thereon Subsidiary Guarantees executed as requested by the Subsidiary Guarantorsbeneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and Canada. Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor and evidencing the same indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and tenorClearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.
Appears in 3 contracts
Samples: Indenture (Denison Mines Corp.), Indenture (Denison Mines Corp.), Indenture (Fortuna Silver Mines Inc)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount and like tenor of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 3 contracts
Samples: Indenture (PennantPark Floating Rate Capital Ltd.), Indenture (Medley LLC), Indenture (Medley LLC)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesDefinitive Securities, the Company may executeexecute and deliver to the Trustee and, and upon Company Order Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities which in lieu thereof that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers of the General Partner executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in the form of any series Global Securities. Except in the case of temporary Global Securities, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company will shall cause definitive Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for definitive such Definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive a like principal amount of Definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series. Section 305 Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and tenorof transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” or “Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. If the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities.
Appears in 3 contracts
Samples: Indenture (Centerpoint Energy Resources Corp), Indenture (Enable Midstream Partners, LP), Indenture (DCP Midstream Operating, LP)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 3 contracts
Samples: Subordinated Indenture (KPMG Consulting Inc), Indenture (KPMG Consulting Inc), Indenture (SPX Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which will be exchanged in accordance with the provisions thereof), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 3 contracts
Samples: Indenture (Broadcom Inc.), Indenture (NMI Holdings, Inc.), Indenture (NMI Holdings, Inc.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and the Guarantor may execute any Guarantee thereon and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Guarantor shall execute the Guarantee and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 2 contracts
Samples: Indenture (Danaher Corp /De/), Indenture (DH Europe Finance S.A.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 305 or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in or pursuant to this Indenture. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 2 contracts
Samples: Indenture (PennyMac Mortgage Investment Trust), Indenture (PennyMac Corp.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order and, if any notations of guarantee by a Guarantor are to be endorsed on such Securities, a Guarantor Order of such Guarantor, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers officer executing such Securities andor notations of guarantee, if applicablerespectively, Subsidiary Guarantees may determine, as evidenced by their such officer’s execution of such Securities and Subsidiary Guaranteesor notations of guarantee, respectively. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Company, and if applicable, the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 2 contracts
Samples: Indenture (Diamondback Energy, Inc.), Indenture (Diamondback Energy E&P LLC)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Issuer may executeexecute and deliver to the Trustee and, and upon Company Order Issuer Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Issuer executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Issuer shall cause definitive Securities of that series to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 2 contracts
Samples: Indenture (Notami Hospitals of Louisiana Inc), Indenture (HCA Holdings, Inc.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company and the Guarantors, if such Securities are Guaranteed Securities, may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities andin lieu of which they are issued, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu duly executed by the Guarantors substantially of which they are issued the tenor of the definitive Guarantees and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary and, if applicable, the Guarantees. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount amount, and, if applicable, having endorsed thereon Subsidiary the Guarantees duly executed by the Subsidiary GuarantorsGuarantors substantially of the tenor of the definitive Guarantees. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 2 contracts
Samples: Indenture (SSL South, LLC), Indenture (SSL South, LLC)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesDefinitive Securities, the Company Issuers may executeexecute and deliver to the Trustee and, and upon Company Order an Issuer Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Issuers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in the form of any series Global Securities. Except in the case of temporary Global Securities, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company will Issuers shall cause definitive Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for definitive such Definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive a like principal amount of Definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series and tenorseries.
Appears in 2 contracts
Samples: Subordinated Indenture (Williams Partners Finance Corp), Senior Indenture (Williams Partners Finance Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order and, if any notations of guarantee by a Guarantor are to be endorsed on such Securities, a Guarantor Order of such Guarantor, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities andor notations of guarantee, if applicablerespectively, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary Guaranteesor notations of guarantee, respectively. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Company, and if applicable, the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 2 contracts
Samples: Indenture (Diamondback Energy, Inc.), Indenture (Diamondback Energy O&G LLC)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and notations of Subsidiary Guarantees. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 2 contracts
Samples: Senior Indenture (Oasis Petroleum Inc.), Senior Indenture (Oasis Petroleum North America LLC)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Issuer may execute, execute and upon Company Order deliver to the Trustee and, upon Issuer Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Issuer executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Issuer shall cause definitive Securities of that series or global Securities to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities or global Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series or global Securities upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Issuer shall execute and and, upon Issuer Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities or global Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 2 contracts
Samples: Indenture (PS Business Parks, L.P.), Indenture (PS Business Parks, L.P.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Operating Partnership may execute, execute and upon Company Order deliver to the Trustee and, upon Operating Partnership Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more coupons or without coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Operating Partnership executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Operating Partnership shall cause definitive Securities of that series to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Operating Partnership shall execute and and, upon Operating Partnership Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 2 contracts
Samples: Indenture (Brixmor Operating Partnership LP), Indenture (Brixmor Operating Partnership LP)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company delivery of an Issuer Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officer or officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Issuer shall execute execute, the Guarantors shall endorse the Guarantee on, and the Trustee shall authenticate and deliver in exchange therefor one or more therefor, a like principal amount of definitive Securities of the same series, of any authorized denominations series and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsof authorized denominations. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Lloyds Banking Group PLC)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Quest Diagnostics Inc)
Section 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Sun Communities Operating Limited Partnership)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution or an Officers' Certificate pursuant to a Board Resolution or an indenture supplement), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (SPX Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order [if applicable, insert — and, if any Guarantees by a Guarantor are so to be endorsed on such Securities, a Guarantor Order of such Guarantor], the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, [if applicable, Subsidiary Guarantees insert — or Guarantees, respectively,] may determine, as evidenced by their execution of such Securities and Subsidiary [if applicable, insert — or Guarantees, respectively]. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company [if applicable, insert — , and if applicable, the Guarantors] shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 1 contract
Section 304 Temporary Securities. Pending the preparation of definitive -------------------- Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and issued, with such appropriate insertions, omissions, substitutions and other variations as the officers any officer executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their such officer's execution of such Securities; provided, however, that temporary Securities and Subsidiary Guaranteesneed not recite specific redemption, sinking fund, conversion or exchange provisions. If temporary Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issuedseries, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After or any Tranche thereof, after the preparation of definitive Securities of such seriesseries or Tranche, the temporary Securities of such series or Tranche shall be exchangeable exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of the such temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for that series, without charge to the Holdersuch Securities. Upon such surrender for cancellation of any one or more temporary Securities of any seriesfor such exchange, the Company shall shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, series and Tranche of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such the same series and tenorTranche and of like tenor authenticated and delivered hereunder.
Appears in 1 contract
Samples: Indenture (Firstenergy Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities. Except in the case of temporary Securities and Subsidiary Guarantees. If in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same series, series of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsdenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. All Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and tenorof like tenor authenticated and delivered hereunder.
Appears in 1 contract
Samples: Indenture (Iveda Solutions, Inc.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and the Guarantor may execute its Guarantee to be noted or endorsed on, and, upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities andSecurities, if or Guarantees or notations of the Guarantee pursuant to Article XVI, as applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary Guaranteesor Guarantees or notations, as the case may be. If In the case of Securities of any series, such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute, and the Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of, definitive Securities of the same seriesseries of authorized denominations; PROVIDED, of any authorized denominations HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by PROVIDED FURTHER that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Deere & Co)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series provided further that a definitive Bearer Security shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.delivered in
Appears in 1 contract
Samples: Subordinated Indenture (SPX Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities and any related Guarantees which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities (which shall be exchanged as otherwise provided herein or as otherwise provided in or pursuant to a Board Resolution or supplemental indenture), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. Unless otherwise provided in or pursuant to a Board Resolution of the Company or set forth in an Officers’ Certificate or supplemental indenture pursuant to Section 301 hereof, the following provisions of this Section 304 shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company (“DTC”). If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities of the same series and tenorof like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs and of the third paragraph of Section 303 and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.
Appears in 1 contract
Section 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and the Guarantor may execute its Guarantee to be endorsed on, and, upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities andor Guarantees pursuant to Article XVI, if as applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary or Guarantees, as the case may be. If In the case of Securities of any series, such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute, and the Guarantor shall execute the Guarantee endorsed on, and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of, definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities and, if applicable, notations of Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and notations of Subsidiary Guarantees. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.. SECTION 305 Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
Appears in 1 contract
Samples: Indenture (Goodrich Petroleum Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Operating Partnership may execute, execute and upon Company Order deliver to the Trustee and, upon Operating Partnership Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Operating Partnership executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Operating Partnership shall cause definitive Securities of that series or global Securities to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities or global Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series or global Securities upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Operating Partnership shall execute and and, upon Operating Partnership Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities or global Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Section 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate autienticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized autiorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if autiorized, in bearer form wati one or more coupons or watiout coupons, and with wati such appropriate insertions, omissions, substitutions and other otier variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance wati Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without watiout unreasonable delay. After the preparation of definitive Securities securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without watiout charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate autienticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of autiorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance wati the Subsidiary Guarantorsconditions set forti in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Frontier Corp /Ny/)
Section 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in or pursuant to this Indenture. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Section 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and the Guarantor may execute its Guarantee to be endorsed on, and, upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the two directors executing such Securities, or officers executing such Securities andthe Guarantees of the Guarantee pursuant to Article XVI, if as applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary or Guarantees, as the case may be. If In the case of Securities of any series, such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute, and the Guarantor shall execute the Guarantee endorsed on, and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of, definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Deere & Co)
Section 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and the Guarantor may execute its Guarantee to be endorsed on, and, upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the two managers executing such Securities, or officers executing such Securities andthe Guarantees of the Guarantor pursuant to Article XVI, if as applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary or Guarantees, as the case may be. If In the case of Securities of any series, such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute, and the Guarantor shall execute the Guarantee endorsed on, and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of, definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company, executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities and Subsidiary Guaranteesmay be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same series, series of any authorized denominations and of like tenor and evidencing the same indebtedness; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security and evidencing the same indebtedness, executed by the Company. On or after the Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if applicableany combination thereof is so specified, having endorsed thereon Subsidiary Guarantees executed as requested by the Subsidiary Guarantorsbeneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and Canada. Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor and evidencing the same indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and tenorClearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.
Appears in 1 contract
Samples: Indenture (Largo Resources Ltd.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities. Except in the case of temporary Securities and Subsidiary Guarantees. If in global form (which shall be exchanged in accordance with the provisions of this Indenture), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same series, series of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsdenominations. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. All Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and tenorof like tenor authenticated and delivered hereunder.
Appears in 1 contract
Samples: Indenture (FMC Technologies Inc)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and the Guarantor may execute any Guarantee thereon and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by and the Subsidiary GuarantorsGuarantor shall execute any Guarantee thereon. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
Appears in 1 contract
Samples: Indenture (Danaher Corp /De/)
Section 304 Temporary Securities. Pending the preparation of definitive -------------------- Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued and issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities and Subsidiary Guaranteesneed ----------------- not recite specific redemption, sinking fund, conversion or exchange provisions. If temporary Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issuedseries, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After or any Tranche thereof, after the preparation of definitive Securities of such seriesseries or Tranche, the temporary Securities of such series or Tranche shall be exchangeable exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of the such temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for that series, without charge to the Holdersuch Securities. Upon such surrender for cancellation of any one or more temporary Securities of any seriesfor such exchange, the Company shall shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, series and Tranche of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantorsamount. Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such the same series and tenorTranche and of like tenor authenticated and delivered hereunder.
Appears in 1 contract
Samples: Indenture (Firstenergy Corp)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities and Subsidiary Guaranteesof any series, such temporary Securities may be in global form. If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of the same seriesseries of authorized denominations; provided, of any authorized denominations however, that no definitive Bearer Security shall be -------- ------- delivered in exchange for a temporary Registered Security; and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by provided further -------- ------- that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the Subsidiary Guarantorsconditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (Frontier Corp /Ny/)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesSecurities, the Company Issuer may execute, execute and upon Company Order deliver to the Trustee and, upon Issuer Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers of the Issuer executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in global form. Except in the case of any series temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company will Issuer shall cause definitive Securities of that series to be prepared without unreasonable delay. After Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of such series, the same series and containing terms and provisions that are identical to those of any temporary Securities of (other than any variations that the Issuer considers appropriate for definitive Securities that are reasonably acceptable to the Trustee), such series temporary Securities shall be exchangeable for such definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company Issuer shall execute and and, upon Issuer Order, the Trustee shall authenticate and deliver in exchange therefor one or more a like principal amount of definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenorseries.
Appears in 1 contract
Samples: Indenture (VICI Properties L.P.)
Section 304 Temporary Securities. Pending the preparation of definitive Securities of any seriesDefinitive Securities, the Company may executeexecute and deliver to the Trustee and, and upon Company Order Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities which in lieu thereof that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers of the general partner of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and Subsidiary GuaranteesSecurities. If Such temporary Securities may be in the form of any series Global Securities. Except in the case of temporary Global Securities, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company will shall cause definitive Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for definitive such Definitive Securities of such series upon surrender of the such temporary Securities of at an Office or Agency for such series at the office or agency of the Company in a Place of Payment for that seriesSecurities, without charge to the Holderany Holder thereof. Upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive a like principal amount of Definitive Securities of authorized denominations of the same seriesseries and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, of any authorized denominations and of like tenor and aggregate principal amount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series. Section 305 Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and tenorof transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” or “Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. If the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities.
Appears in 1 contract