The Securities Sample Clauses
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The Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
The Securities. Section 301.
The Securities. SECTION 2.01.
The Securities. The Securities upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements);
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Securities. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement"), the Company proposes to issue and sell to the Initial Purchasers $75,000,000 aggregate principal amount of its 101/4% Senior Notes due 2012 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom t...
The Securities. The Securities upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Shares and upon exercise of the Warrants, the Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that each Subscriber complies with the prospectus delivery requirements of the 1933 Act);
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Securities. SECTION 2.01. Amount of Securities; Issuable in Series. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture is $300,000,000. The Securities may be issued in one or more series. All Securities of any one series shall be substantially identical except as to denomination. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.08(g) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers' Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(5) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities...
The Securities. The Securities upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the dates of issuance of the Notes and Warrants, the Conversion Shares upon conversion of the Notes, and the Warrant Shares upon exercise of the Warrants, such Notes, Warrants, Conversion Shares and Warrant Shares will be duly and validly issued, fully paid and non-assessable and if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement or an exemption from registration, will be free trading, unrestricted and unlegended;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities or debt of the Company;
(iv) will not subject the holders thereof to personal liability by reason of being such holders; and
(v) assuming the representations and warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.
The Securities. Section 3.01 Amount Unlimited; Issuable in Series....................................... 12 Section 3.02 Denominations.............................................................. 14 Section 3.03 Execution, Authentication, Delivery and Dating............................. 14 Section 3.04