THE SERIES B DEBENTURES Sample Clauses

THE SERIES B DEBENTURES. SECTION 2.01 Form of the Series B Debentures; Denominations . . . . . . . . . . . . . . . . . . 2 ARTICLE 3
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THE SERIES B DEBENTURES. 2 SECTION 2.01 Terms and Form of the Series B Debentures....2
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THE SERIES B DEBENTURES. SECTION 2.01 Terms and Form of the Series B Debentures (a) The Series B Debentures shall be designated "Public Service Enterprise Group Incorporated Floating Rate Deferrable Interest Subordinated Debentures, Series B." The Series B Debentures and the Trustee's Certificate of Authentication shall be substantially in the form of Exhibit A attached hereto. The Series B Debentures shall initially be issued as global Debentures in accordance with the provisions of Section 2.12 of the Indenture with The Depository Trust Company as Depositary. The terms and provisions contained in the Series B Debentures shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture. The Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) The aggregate principal amount of Series B Debentures outstanding at any time may not exceed $154,640,000 except as provided in Section 2.09 of the Indenture. The Series B Debentures shall be authenticated and delivered from time to time upon delivery to the Trustee of the items specified in Section 2.04(d) of the Indenture. (c) The Stated Maturity Date of the Series B Debentures is June 30, 2028. (d) The interest rate of the Series B Debentures will be a floating rate per annum determined quarterly by reference to 3-Month LIBOR, determined as described herein, plus a margin of 1.22%.
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THE SERIES B DEBENTURES. SECTION 2.01 Form of the Series B Debentures; Denominations. The Series B Debentures and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The terms and provisions contained in the Series B Debentures, a form of which is annexed hereto as Exhibit A, shall constitute, and are hereby expressly made, a part of this Supplemental Indenture. The Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Trustee shall authenticate and make available for delivery the Series B Debentures for original issue in the aggregate principal amount of $80,520,180 upon receipt by the Trustee of a Board of Directors resolution and a written order of the Company signed by two Officers of the Company, but without any further action by the Company. Upon authentication by the Trustee, the Series B Debentures shall be delivered by the Trustee as follows: (i) $78,104,575 of Series B Debentures shall be delivered to the Exchange Agent in exchange for Depositary Shares and subsequent delivery by the Exchange Agent (acting pursuant to the directions of the holders of such Depositary Shares) to PECO Energy Capital and (ii) $2,415,605 of Series B Debentures shall be delivered to PECO Energy Capital as evidence of the Company's obligation with respect to the loan to the Company of the investment by PECO Energy Capital Corp. in PECO Energy Capital on the date of issuance of the Series B Subordinated Debentures. The Series B Debentures shall be issuable only in registered form without coupons and only in denominations of $25.00 and any integral multiple thereof attached hereto as Exhibit A.
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THE SERIES B DEBENTURES. SECTION 2.01 Terms and Form of the Series B Debentures The Series B Debentures shall be designated "Public Service Electric and Gas Company 8% Deferrable Interest Subordinated Debentures, Series B." The Series B Debentures and the Trustee's Certificate of Authentication shall be substantially in the form of Exhibit A attached hereto. The terms and provisions contained in the Series B Debentures shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture. The Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The aggregate principal amount of Series B Debentures outstanding at any time may not exceed $61,855,670 except as provided in Section 2.09 of the Indenture to be initially authenticated and delivered from time to time upon delivery to the Trustee of the items specified in Section 2.04(d) of the Indenture. The Stated Maturity Date of the Series B Debentures is September 15, 2044. The interest rate of the Series B Debentures is 8% per annum plus Additional Interest, if any. The Interest Payment Dates for the Series B Debentures are the last calendar day of each month of each year commencing September 30, 1995. In the event that any date on which interest is payable on the Series B Debentures is not a Business Day, then payment of interest payable on such date will be made on the next day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The Regular Record Date for each Interest Payment Date for the Series B Debentures shall be the 15th day of each month, provided that if the Partnership is the sole Holder of the Series B Debentures or the Series B Debentures are issued in book-entry-only form, the Regular Record Date shall be the close of business on the Business Day next preceding such Interest Payment Date. Each Series B Debenture shall bear interest from its Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for with respect to such Series B Debenture; except that, so long as there is no existing Defaulted Interest or Extension Period on the Series B Debentures, any Series B Debenture authenticated by the Trustee ...
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THE SERIES B DEBENTURES. 2 SECTION 2.01 Terms and Form of the Series B Debentures............... 3 ARTICLE 3. REDEMPTION......................... 4 SECTION 3.01 Redemption; Notice to Trustee.......................... 4 ARTICLE 4. COVENANT.......................... 4
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THE SERIES B DEBENTURES 
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Related to THE SERIES B DEBENTURES

  • The Debentures SECTION 2.01.

  • Form of Debentures Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established herein or by or pursuant to one or more resolutions of the Board of Directors (or to the extent established pursuant to, rather than set forth in, a resolution of the Board of Directors, in an Officers’ Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage, all as may be determined by the directors or officers of the Corporation executing such Debentures on behalf of the Corporation, as conclusively evidenced by their execution of such Debentures.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Conversion of Debentures Section 16.01.

  • Redemption of Debentures 17 Section 3.1 Redemption................................................17 Section 3.2 Special Event Redemption..................................17 Section 3.3 Optional Redemption by Company............................17 Section 3.4

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Debentures The Debentures have been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture, and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor by the Trust, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to Bankruptcy and Equity.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

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