Title, Amount and Terms of Securities. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities may be issued in an aggregate principal amount up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution. The Securities may be issued in one or more series, the terms of each of which shall be determined in or pursuant to a Board Resolution. With respect to each series of Securities, the following terms shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating thereto: (1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 4.06 or 11.04); (3) the date or dates on which the principal of the Securities of that series is payable; (4) the rate or rates, or the method to be used in establishing the rate or rates, at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that series; (5) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable; (6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption; (7) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any integral multiple thereof are to be authorized. the denominations in which Securities of that series shall be issuable; (9) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01; (10) if any of such Securities are to be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than in the manner specified in Section 3.04 hereof, and (iii) the name of the Depositary with respect to any global Security, provided that a Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and (11) any other terms of that series.
Appears in 3 contracts
Samples: Indenture (Baltimore Gas & Electric Co), Indenture (Baltimore Gas & Electric Co), Indenture (Baltimore Gas & Electric Co)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securitiesthe Corporation, the following terms which shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretospecify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.04Sections 2.07, 3.05, 3.06, 4.06 2.08 or 11.043.07);
(3) the date or dates (or the manner of determining the same) on which the principal of the Securities of that series is payablepayable (which, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time);
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or rates, at which the Securities of that series shall bear interest (interest, if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time), the interest payment dates on which such interest shall be payable, payable (or the manner of determining the same) and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon on which Securities of that series may be redeemedredeemed or converted into another Security, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series (or to convert such Securities into other Securities at the option of the Holder), and the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in Dollars and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than Dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated and the denominations in which Securities of that series shall be issuable;
(11) if the principal of and interest, if any, on the Securities of that series are to be payable, at the election of the Corporation or a Holder thereof, in a currency or currency unit other than that in which the Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of or in accordance with the provisions of Section 2.13, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency unit in which the Securities are denominated or stated to be payable and the currency or currency unit in which the Securities are to be so payable;
(12) the index, if any, used to determine the amount of payments of principal of or interest, if any, on the Securities of that series;
(13) if the amount of payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(14) if other than the full principal amount thereofamount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.02;
(1015) if convertible into or exchangeable for Securities of another series or other securities of the Corporation or another issuer, the terms upon which the Securities of that series will be convertible into or exchangeable for such securities;
(16) the right, if any, of the Corporation to redeem all or any part of such the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(17) the provisions, if any, restricting defeasance of the Securities of that series;
(18) if other than or in addition to the events specified in Section 6.01, events of default with respect to the Securities of that series;
(19) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Securities are to be issuable in global form; (ii) and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.07, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.07, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii20) the name designation of the Depositary original Currency Determination Agent, if any, with respect to the Securities of that series; and
(21) any global Securityother terms of or relating to the Securities of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the relevant Board Resolution or Resolutions. The Trustee need not authenticate the Securities of any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, provided that the authentication will evidence the Trustee’s agreement to comply with any such additional duties. Each Depositary designated pursuant to this Section for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 3 contracts
Samples: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions or established in one or more indentures supplemental hereto. The Securities may be issued in one or more seriesSeries, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securities, the following terms shall be specified in the Board Resolution relating theretoCorporation, or established in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretoone or more indentures supplemental hereto, which shall specify:
(1) the title of the Securities (including cusip numbers) of that series Series (which shall distinguish the Securities of that series Series from Securities of all other seriesSeries);
(2) any limit upon on the aggregate principal amount of the Securities of that series which Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series Series pursuant to Section 3.042.7, 3.05, 3.06, 4.06 2.8 or 11.043.7);
(3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series Series is payable;
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or ratesrates (which may be fixed or variable), at which the Securities of that series Series shall bear interest (if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable, payable and the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that seriesInterest Payment Date;
(5) if the trustee, paying agent or registrar of that Series is other than as provided the Trustee initially named in this IndentureIndenture or any successor thereto, the trustee, paying agent or registrar of that Series;
(6) the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series Series shall be payable;
(67) the period or periods within which, the price or prices at which and the terms and conditions upon on which Securities of that series Series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series Series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that Series, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in U.S. dollars, and in denominations other than minimum denominations of $1,000 2,000 and any integral multiple thereof are to be authorized. of $1,000 in excess thereof, the denominations in which Securities of that series Series shall be issuable;
(910) if denominated in a Foreign Currency, the currency or currencies, including composite currencies, in which the Securities of that Series are denominated, and the denominations in which Securities of that Series shall be issuable;
(11) if other than the principal amount thereofcurrency in which the Securities of that Series are denominated, the portion currency or currencies, including composite currencies, in which payment of the principal of and interest, if any, on Securities of that Series shall be payable;
(12) if the amount of payments of the principal of and interest, if any, on the Securities of that Series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that Series are denominated or if payment of interest is variable, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;
(13) if other than the full principal amount, the portion, or the manner of calculation of such portion, of the principal amount of Securities of that series Series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.2;
(1014) if any convertible into Securities of another Series, or shares of capital stock of the Corporation, the terms upon which the Securities of that Series will be convertible into Securities of such other Series or shares of capital stock of the Corporation;
(15) the right, if any, of the Corporation to redeem all or any part of the Securities of that Series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that Series may be redeemed;
(16) if other than or in addition to the subordination provisions in Article 10, the terms of subordination with respect to the Securities of that Series;
(17) the provisions, if any, restricting defeasance or discharge of the Securities of that Series;
(18) if other than or in addition to the events specified in Section 6.1, events of default with respect to the Securities of that Series;
(19) if the Securities of that Series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Global Securities are to be issuable in global form; (ii) if other than DTC and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such Series in the same series manner provided in Section 2.7, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.7, and any other terms of the Series relating to the global nature of the Securities of such Series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii20) any covenants or other restrictions on the Corporation’s operations;
(21) conditions to any merger or consolidation;
(22) any other terms of or relating to the Securities of that Series; and
(23) the name form of any notice to be delivered to the Depositary Trustee with respect to any global such Security. All Securities of any particular Series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the relevant Board Resolution or Resolutions or indentures supplemental hereto. All Securities of any particular Series need not be issued at the same time and, provided unless otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances of additional Securities of that Series, unless otherwise specified in the relevant Board Resolution or Resolutions or one or more indentures supplemental hereto. The Trustee need not authenticate the Securities in any Series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee’s agreement to comply with any such additional duties. Each Depositary for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 2 contracts
Samples: Indenture (Martin Marietta Materials Inc), Indenture Agreement (Martin Marietta Materials Inc)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securitiesthe Corporation, the following terms which shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretospecify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.04Sections 2.07, 3.05, 3.06, 4.06 2.08 or 11.043.07);
(3) the date or dates (or the manner of determining the same) on which the principal of the Securities of that series is payablepayable (which, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time);
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or rates, at which the Securities of that series shall bear interest (interest, if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time), the interest payment dates on which such interest shall be payable, payable (or the manner of determining the same) and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon on which Securities of that series may be redeemedredeemed or converted into another Security, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series (or to convert such Securities into other Securities at the option of the Holder), and the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in Dollars and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than Dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated and the denominations in which Securities of that series shall be issuable;
(11) if the principal of and interest, if any, on the Securities of that series are to be payable, at the election of the Corporation or a Holder thereof, in a currency or currency unit other than that in which the Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of or in accordance with the provisions of Section 2.13, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency unit in which the Securities are denominated or stated to be payable and the currency or currency unit in which the Securities are to be so payable;
(12) the index, if any, used to determine the amount of payments of principal of or interest, if any, on the Securities of that series;
(13) if the amount of payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(14) if other than the full principal amount thereofamount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.02;
(1015) if convertible into or exchangeable for Securities of another series or other securities of the Corporation or another issuer, the terms upon which the Securities of that series will be convertible into or exchangeable for such securities;
(16) the right, if any, of the Corporation to redeem all or any part of such the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(17) the provisions, if any, restricting defeasance of the Securities of that series;
(18) if other than or in addition to the events specified in Section 6.01, events of default with respect to the Securities of that series;
(19) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Securities are to be issuable in global form; (ii) and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.07, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.07, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii20) the name designation of the Depositary original Currency Determination Agent, if any, with respect to the Securities of that series; and
(21) any global Securityother terms of or relating to the Securities of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the relevant Board Resolution or Resolutions. The Trustee need not authenticate the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, provided that the authentication will evidence the Trustee's agreement to comply with any such additional duties. Each Depositary designated pursuant to this Section 2.03 for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 2 contracts
Samples: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities may be issued in an aggregate principal amount up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution. The Securities may be issued in one or more series, the terms of each of which shall be determined in or pursuant to a Board Resolution. With respect to each series of Securities, the following terms shall be specified in the Board Resolution relating thereto, or in an Officers’ ' Certificate detailing any actions taken pursuant to the Board Resolutions relating thereto:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 4.06 or 11.04);
(3) the date or dates on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing the rate or rates, at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that series;
(5) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof are to be authorized. the denominations in which Securities of that series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01;
(10) if any of such Securities are to be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than in the manner specified in Section 3.04 hereof, and (iii) the name of the Depositary with respect to any global Security, provided that a Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securitiesthe Corporation or the Guarantor, the following terms as appropriate, which shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretospecify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal ·amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.04Sections 2.07, 3.05, 3.06, 4.06 2.08 or 11.043.07);
(3) the date or dates (or the manner of determining the same) on which the principal of the Securities of that series is payablepayable (which, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time);
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or rates, at which the Securities of that series shall bear interest (interest, if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time), the interest payment dates on which such interest shall be payable, payable (or the manner of determining the same) and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon on which Securities of that series may be redeemedredeemed or converted into another Security, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series (or to convert such Securities into other Securities at the option of the Holder), and the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in Dollars and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than Dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated and the denominations in which Securities of that series shall be issuable;
(11) if the principal of and interest, if any, on the Securities of that series are to be payable, at the election of the Corporation or a Holder thereof, in a currency or currency unit other than that in which the Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of or in accordance with the provisions of Section 2.13, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency unit in which the Securities are denominated or stated to be payable and the currency or currency unit in which the Securities are to be so payable;
(12) the index, if any, used to determine the amount of payments of principal of or interest, if any, on the Securities of that series;
(13) if the amount of payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(14) if other than the full principal amount thereofamount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.02;
(1015) if any convertible into Securities of another series, the terms upon which the Securities of that series will be convertible into Securities of such other series;
(16) the right, if any, of the Corporation to redeem all or any part of the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(17) the provisions, if any, restricting defeasance of the Securities of that series;
(18) if other than or in addition to the events specified in Section 6.01, events of default with respect to the Securities of that series;
(19) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Securities are to be issuable in global form; (ii) and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.07, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.07, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii20) the name designation of the Depositary original Currency Determination Agent, if any, with respect to the Securities of that series;
(21) the Guarantee of the Securities of such series pursuant to Article 10; and
(22) any global Securityother terms of or relating to the Securities of that series or the related Guarantees (which terms shall not be inconsistent with the provisions of this Indenture). References herein to currency shall include ECUs, unless otherwise specified or unless the context otherwise requires. All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided that in or pursuant to the relevant Board Resolution or Resolutions. The Trustee need not authenticate the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee's agreement to comply with any such additional duties. Each Depositary designated pursuant to this Section 2.03 for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
Samples: Indenture (Lockheed Martin Corp)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities may be issued in an aggregate principal amount up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution. The Securities may be issued in one or more series, the terms of each of which shall be determined in or pursuant to a Board Resolution. With respect to each series of Securities, the following terms shall be specified in the Board Resolution relating thereto, or in an Officers’ ' Certificate detailing any actions taken pursuant to the Board Resolutions relating thereto:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 4.06 or 11.04);
(3) the date or dates on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing the rate or rates, at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that series;
(5) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof are to be authorized. , the denominations in which Securities of that series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01;
(10) if any of such Securities are to be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than in the manner specified in Section 3.04 hereof, and (iii) the name of the Depositary with respect to any global Security, provided that a Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(1110) any other terms of that series.
Appears in 1 contract
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securitiesthe Corporation or the Guarantor, the following terms as appropriate, which shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretospecify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.04Sections 2.07, 3.05, 3.06, 4.06 2.08 or 11.043.07);
(3) the date or dates (or the manner of determining the same) on which the principal of the Securities of that series is payablepayable (which, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time);
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or rates, at which the Securities of that series shall bear interest (interest, if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time), the interest payment dates on which such interest shall be payable, payable (or the manner of determining the same) and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon on which Securities of that series may be redeemedredeemed or converted into another Security, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series (or to convert such Securities into other Securities at the option of the Holder), and the period or periods within which, the price or prices at which which, the currency or currency unit in which, and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in Dollars and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than Dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated and the denominations in which Securities of that series shall be issuable;
(11) if the principal of and interest, if any, on the Securities of that series are to be payable, at the election of the Corporation or a Holder thereof, in a currency or currency unit other than that in which the Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of or in accordance with the provisions of Section 2.13, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency unit in which the Securities are denominated or stated to be payable and the currency or currency unit in which the Securities are to be so payable;
(12) the index, if any, used to determine the amount of payments of principal of or interest, if any, on the Securities of that series;
(13) if the amount of payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(14) if other than the full principal amount thereofamount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.02;
(1015) if any convertible into Securities of another series, the terms upon which the Securities of that series will be convertible into Securities of such other series;
(16) the right, if any, of the Corporation to redeem all or any part of the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(17) the provisions, if any, restricting defeasance of the Securities of that series;
(18) if other than or in addition to the events specified in Section 6.01, events of default with respect to the Securities of that series;
(19) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Securities are to be issuable in global form; (ii) and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.07, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.07, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii20) the name designation of the Depositary original Currency Determination Agent, if any, with respect to the Securities of that series;
(21) the Guarantee of the Securities of such series pursuant to Article 10; and
(22) any global Securityother terms of or relating to the Securities of that series or the related Guarantees (which terms shall not be inconsistent with the provisions of this Indenture). References herein to currency shall include ECUs, unless otherwise specified or unless the context otherwise requires. All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided that in or pursuant to the relevant Board Resolution or Resolutions. The Trustee need not authenticate the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee's agreement to comply with any such additional duties. Each Depositary designated pursuant to this Section 2.03 for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
Samples: Indenture (Lockheed Martin Corp)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate principal amount up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in issued by or pursuant to a Board Resolution. With respect to each any particular series of Securities, the following terms there shall be specified in the established by or pursuant to a Board Resolution relating thereto, and set forth (or the manner of determination set forth) in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating thereto' Certificate:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 4.06 4.06, 11.04, 17.07 or 11.0419.03);
(3) the date or dates on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing the rate or rates, at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that series;
(5) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(6) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof are to be authorized. thereof, the denominations in which Securities of that series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01;
(10) if any applicable, the place or places at which, the period or periods within which, the price or prices at which and the terms and conditions, if any, upon which Securities of such Securities are to that series shall be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such global Security may exchange such interests exchangeable for Capital Securities of the same series Corporation, which terms and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, conditions shall not be inconsistent with Article Seventeen;
(11) if other than in the manner specified in Section 3.04 hereof, and (iii) the name such coin or currency of the Depositary with respect to any global Security, provided that a Depositary must, United States of America as at the time of its designation and at all times while it serves as Depositarypayment is legal tender for payment of public or private debts, the coin or currency (which may be a clearing agency registered under composite currency) in which payment of the principal of (and premium, if any) and interest, if any, on the Securities Exchange Act of 1934that series shall be payable;
(12) if the principal of (and premium, as amendedif any) or interest, if any, on the Securities of that series are to be payable, at the election of the Corporation or a holder thereof, in a coin or currency (including a composite currency) other than that in which the Securities would be payable but for such election, the period or periods within which, and the terms and conditions upon which, such election may be made;
(13) if the amounts of principal (and premium, if any) or interest, if any, payable with respect to the Securities of the series are to be determined with reference to an index based on any currency (including a composite currency) the manner in which such amounts shall be determined;
(14) if the Securities of that series are convertible into or exchangeable for other applicable statute securities of the Corporation, the terms upon which the Securities of that series shall be convertible into or regulationexchangeable for such other securities; 21 14
(15) if the Securities of that series are convertible into Common Stock, the Conversion Price therefor, the period during which such Securities are convertible and any terms and conditions for the conversion of such Securities which differ from Article Nineteen;
(16) whether the Securities of that series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and
(1117) any other terms of that seriesseries (which terms shall not be inconsistent with the provisions of this Indenture). The Pre-Amendment Securities shall be subordinate and junior in right of payment to Senior Indebtedness and the Post-Amendment Securities shall be subordinate and junior in right of payment to Senior Indebtedness and, in certain circumstances, to Additional Senior Obligations, as provided in Article Sixteen. All Securities of any particular series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution relating thereto and set forth (or the manner of determination set forth) in an Officers' Certificate.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securitiesthe Corporation, the following terms which shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretospecify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.04Sections 2.07, 3.05, 3.06, 4.06 2.08 or 11.043.07);
(3) the date or dates (or the manner of determining the same) on which the principal of the Securities of that series is payable;
payable (which, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time); (4) the rate or rates, or the method to be used in establishing ascertaining the rate or rates, at which the Securities of that series shall bear interest (interest, if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in the Board Resolution or Resolutions, may be determined by the Corporation from time to time and set forth in the Securities of that series issued from time to time), the interest payment dates on which such interest shall be payable, payable (or the manner of determining the same) and the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that seriesdate;
(5) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof are to be authorized. the denominations in which Securities of that series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01;
(10) if any of such Securities are to be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than in the manner specified in Section 3.04 hereof, and (iii) the name of the Depositary with respect to any global Security, provided that a Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
Samples: Indenture (Lockheed Martin Corp)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securitiesthe Corporation, the following terms which shall be specified in the Board Resolution relating thereto, or in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretospecify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.042.7, 3.052.8, 3.062.9, 4.06 2.10 or 11.043.7);
(3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or ratesrates (which may be fixed or variable), at which the Securities of that series shall bear interest (if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, payable and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which and the terms and conditions upon on which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in U.S. dollars, and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than U.S. dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated, and the denominations in which Securities of that series shall be issuable;
(11) if other than the currency in which the Securities of that series are denominated, the currency or currencies, including composite currencies, in which payment of the principal of and interest, if any, on Securities of that series shall be payable;
(12) if the amount thereofof payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(13) if other than the full principal amount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.2;
(1014) if any convertible into Securities of another series, the terms upon which the Securities of that series will be convertible into Securities of such other series;
(15) the right, if any, of the Corporation to redeem all or any part of the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(16) the provisions, if any, restricting defeasance of the Securities of that series;
(17) if other than or in addition to the events specified in Section 6.1, events of default with respect to the Securities of that series;
(18) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Global Securities are to be issuable in global form; (ii) and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.7, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.7, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii19) any other terms of or relating to the Securities of that series (which terms shall not be inconsistent with the provisions of this Indenture); and
(20) the name form of any notice to be delivered to the Depositary Trustee with respect to any global such Security. References herein to currency shall include ECUs, unless otherwise specified or unless the context otherwise requires. All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided that in or pursuant to the relevant Board Resolution or Resolutions. The Trustee need not authenticate the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee's agreement to comply with any such additional duties. Each Depositary designated pursuant to this Section 2.4 for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions or established in one or more indentures supplemental hereto. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securities, the following terms shall be specified in the Board Resolution relating theretoCorporation, or established in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretoone or more indentures supplemental hereto, which shall specify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.042.7, 3.05, 3.06, 4.06 2.8 or 11.043.7);
(3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or ratesrates (which may be fixed or variable), at which the Securities of that series shall bear interest (if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, payable and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which and the terms and conditions upon on which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in U.S. dollars, and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than U.S. dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated, and the denominations in which Securities of that series shall be issuable;
(11) if other than the currency in which the Securities of that series are denominated, the currency or currencies, including composite currencies, in which payment of the principal of and interest, if any, on Securities of that series shall be payable;
(12) if the amount thereofof payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(13) if other than the full principal amount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.2;
(1014) if any convertible into Securities of another series, or shares of capital stock of the Corporation, the terms upon which the Securities of that series will be convertible into Securities of such other series or shares of capital stock of the Corporation;
(15) the right, if any, of the Corporation to redeem all or any part of the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(16) the provisions, if any, restricting defeasance of the Securities of that series;
(17) if other than or in addition to the events specified in Section 6.1, events of default with respect to the Securities of that series;
(18) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Global Securities are to be issuable in global form; (ii) if other than The Depository Trust Company, New York, New York and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.7, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.7, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii19) any covenants or other restrictions on the Corporation’s operations;
(20) conditions to any merger or consolidation;
(21) any other terms of or relating to the Securities of that series; and
(22) the name form of any notice to be delivered to the Depositary Trustee with respect to any global such Security. All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the relevant Board Resolution or Resolutions or indentures supplemental hereto. All Securities of any particular series need not be issued at the same time and, provided unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of that series, unless otherwise specified in Board Resolutions or one or more indentures supplemental hereto. The Trustee need not authenticate the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee’s agreement to comply with any such additional duties. Each Depositary for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate principal amount up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board ResolutionResolutions. The Securities may be issued in one or more series, the terms of each of which shall be determined in issued by or pursuant to a Board Resolution. With respect to each any particular series of Securities, the following terms there shall be specified in the established by or pursuant to a Board Resolution relating thereto, and set forth (or the manner of determination set forth) in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating thereto' Certificate:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 4.06 4.06, 11.04, 17.07 or 11.0419.03);
(3) the date or dates on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or rates, at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, payable and the record date for the interest payable on any interest payment date and any other terms of payment of interest on the Securities of that seriesdate;
(5) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(6) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof are to be authorized. thereof, the denominations in which Securities of that series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01;
(10) if any applicable, the place or places at which, the period or periods within which, the price or prices at which and the terms and conditions, if any, upon which Securities of such Securities are to that series shall be issuable in global form, (i) when any of such Securities are to be issuable in global form; (ii) whether beneficial owners of interests in any such global Security may exchange such interests exchangeable for Capital Securities of the same series Corporation, which terms and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, conditions shall not be inconsistent with Article Seventeen;
(11) if other than in the manner specified in Section 3.04 hereof, and (iii) the name such coin or currency of the Depositary with respect to any global Security, provided that a Depositary must, United States of America as at the time of its designation and at all times while it serves as Depositarypayment is legal tender for payment of public or private debts, the coin or currency (which may be a clearing agency registered under composite currency) in which payment of the principal of (and premium, if any) and interest, if any, on the Securities Exchange Act of 1934that series shall be payable;
(12) if the principal of (and premium, as amendedif any) or interest, if any, on the Securities of that series are to be payable, at the election of the Corporation or a holder thereof, in a coin or currency (including a composite currency) other than that in which the Securities would be payable but for such election, the period or periods within which, and the terms and conditions upon which, such election may be made;
(13) if the amounts of principal (and premium, if any) or interest, if any, payable with respect to the Securities of the series are to be determined with reference to an index based on any currency (including a composite currency) the manner in which such amounts shall be determined;
(14) if the Securities of that series are convertible into or exchangeable for other applicable statute securities of the Corporation, the terms upon which the Securities of that series shall be convertible into or regulationexchangeable for such other securities;
(15) if the Securities of that series are convertible into Common Stock, the Conversion Price therefor, the period during which such Securities are convertible and any terms and conditions for the conversion of such Securities which differ from Article Nineteen;
(16) whether the Securities of that series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and
(1117) any other terms of that seriesseries (which terms shall not be inconsistent with the provisions of this Indenture). The Pre-Amendment Securities shall be subordinate and junior in right of payment to Senior Indebtedness and the Post-Amendment Securities shall be subordinate and junior in right of payment to Senior Indebtedness and, in certain circumstances, to Additional Senior Obligations, as provided in Article Sixteen. All Securities of any particular series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution relating thereto and set forth (or the manner of determination set forth) in an Officers' Certificate.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Title, Amount and Terms of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered and Outstanding outstanding under this Indenture is not limited. The Securities may be issued in an aggregate a total principal amount up to the aggregate principal amount of Securities that authorized from time to time authorized by or pursuant to a relevant Board ResolutionResolutions or established in one or more indentures supplemental hereto. The Securities may be issued in one or more series, the terms of each of which shall be determined in or issued pursuant to a Board Resolution. With respect to each series Resolution or Resolutions of Securities, the following terms shall be specified in the Board Resolution relating theretoCorporation, or established in an Officers’ Certificate detailing any actions taken pursuant to the Board Resolutions relating theretoone or more indentures supplemental hereto, which shall specify:
(1) the title of the Securities (including cusip numbers) of that series (which shall distinguish the Securities of that series from Securities of all other series);
(2) any limit upon on the aggregate principal amount of the Securities of that series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, for or in lieu of, of other Securities of that series pursuant to Section 3.042.7, 3.05, 3.06, 4.06 2.8 or 11.043.7);
(3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable;
(4) the rate or rates, or the method to be used in establishing ascertaining the rate or ratesrates (which may be fixed or variable), at which the Securities of that series shall bear interest (if any), the basis upon which interest shall be calculated if other than that of a 360-day year of 12 30-day months, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, payable and the record date for the interest payable on any interest payment date and date;
(5) if the trustee of that series is other than the Trustee initially named in this Indenture or any other terms of payment of interest on successor thereto, the Securities trustee of that series;
(56) if other than as provided in this Indenture, the place or places where the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable;
(67) the period or periods within which, the price or prices at which and the terms and conditions upon on which Securities of that series may be redeemed, in whole or in part, at the option of the Corporation, if such Securities are to be subject to redemption;
(7) 8) the obligation, if any, of the Corporation to redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof Holders of Securities of that series, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if denominated in U.S. dollars, and in denominations other than denominations of $1,000 and any integral multiple thereof are to be authorized. of $1,000, the denominations in which Securities of that series shall be issuable;
(910) if denominated in other than U.S. dollars, the currency or currencies, including composite currencies, in which the Securities of that series are denominated, and the denominations in which Securities of that series shall be issuable;
(11) if other than the currency in which the Securities of that series are denominated, the currency or currencies, including composite currencies, in which payment of the principal of and interest, if any, on Securities of that series shall be payable;
(12) if the amount thereofof payments of the principal of and interest, if any, on the Securities of that series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of that series are denominated, the manner in which such amounts shall be determined;
(13) if other than the full principal amount, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.016.2;
(1014) if any convertible into Securities of another series, or shares of capital stock of the Corporation, the terms upon which the Securities of that series will be convertible into Securities of such other series or shares of capital stock of the Corporation;
(15) the right, if any, of the Corporation to redeem all or any part of the Securities of that series before maturity and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series may be redeemed;
(16) if other than or in additional to the subordination provisions in Article 10, the terms of subordination with respect to the Securities of that series;
(17) the provisions, if any, restricting defeasance of the Securities of that series;
(18) if other than or in addition to the events specified in Section 6.1, events of default with respect to the Securities of that series;
(19) if the Securities of that series are to be issuable issued in global formwhole or in part in the form of one or more Global Securities, (i) when any of the Depositary for such Global Security or Global Securities are to be issuable in global form; (ii) if other than The Depository Trust Company, New York, New York and whether beneficial owners of interests in any such global Security Global Securities may exchange such interests for other Securities of such series in the same series manner provided in Section 2.7, and of like tenor and of any authorized form and denomination, the manner and the circumstances under which and the place or places where any such exchange exchanges may occur, occur if other than in the manner specified provided in Section 3.04 hereof2.7, and any other terms of the series relating to the global nature of the Securities of such series and the exchange, registration or transfer thereof and the payment of any principal thereof or interest, if any, thereon;
(iii20) any covenants or other restrictions on the Corporation’s operations;
(21) conditions to any merger or consolidation;
(22) any other terms of or relating to the Securities of that series; and
(23) the name form of any notice to be delivered to the Depositary Trustee with respect to any global such Security. All Securities of any particular series shall be identical as to currency of denomination and otherwise shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the relevant Board Resolution or Resolutions or indentures supplemental hereto. All Securities of any particular series need not be issued at the same time and, provided unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of that series, unless otherwise specified in Board Resolutions or one or more indentures supplemental hereto. The Trustee need not authenticate the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee’s agreement to comply with any such additional duties. Each Depositary for a Depositary mustGlobal Security in registered form shall, if required, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation; and
(11) any other terms of that series.
Appears in 1 contract
