Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and
Appears in 2 contracts
Samples: Indenture (Sunedison, Inc.), Indenture (Sunedison, Inc.)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture (the “Initial Notes”) is initially limited to $450,000,000[ ], except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Notes shall be known and designated as the “2.25% Convertible Senior Notes due 20[ ]” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until the Holder notifies the Xxxxxxxxx to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture (the “Initial Notes”) is initially limited to $450,000,000350,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Notes shall be known and designated as the “2.25% Convertible Senior Notes due 2020” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vivint Solar, Inc.), Agreement and Plan of Merger (Sunedison, Inc.)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $500,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement, the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.04, 2.063.05, 2.073.06, 2.083.07, 2.093.08, 2.113.10, 5.06, 7.02(c) or 3.078.06. The Company Issuer may, from time to time after the execution of this Indenture, without the consent of, or notice to, the Holders, reopen this Indenture and execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company Issuer hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for securities laws purposes or the U.S. federal income tax purposes, any such Additional Notes will have a one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for issue price, the issue date, when interest begins accruing, and the first interest payment date, with respect to such Notes Additional Notes, and, if applicable applicable, restrictions on transfer in accordance with Section 2.14, the date from which interest will initially accrue and the date respect of the first interest paymentsuch Additional Notes) as the Initial Notes; and (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph paragraph. The Notes shall be known and all conditions precedent designated as the “1.50% Exchangeable Senior Notes due 2024” of the Issuer. The principal amount shall be payable on the Maturity Date. The principal amount of Physical Notes shall be payable at the office of the Paying Agent, which initially shall be the Corporate Trust Office, and at any other office or agency maintained by the Issuer for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States if such Holder has provided the Issuer, the Trustee, the Registrar or the Paying Agent with the requisite information necessary to make such wire transfer, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Issuer will pay, or cause to be paid through the Paying Agent, the principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or other payment date, as the case may be. Any Notes have been satisfied; repurchased by the Issuer or the Guarantor will be retired and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andno longer outstanding hereunder.
Appears in 1 contract
Samples: Indenture (Jazz Pharmaceuticals PLC)
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “2.00% Convertible Senior Notes due 2020” initially limited in aggregate principal amount to $500,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 3.3 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated and delivered under this Indenture (payable on the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07Maturity Date. The Company may, from time to time after without the execution consent of this Indenturethe Holders, execute reopen the Indenture and deliver to issue additional Notes under the Trustee for authentication Additional Indenture with the same terms, and which will be treated as the same class, as the Notes of initially issued in an unlimited aggregate principal amount; provided that, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional additional Notes are not fungible with the Initial Notes initially issued for U.S. federal income tax purposes, any then such Additional additional Notes will have a separate CUSIP number for so long as they remain not fungible; number. The form of Note (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of notice of conversion, the form of Fundamental Change Repurchase Notice and the form of assignment and transfer) shall be substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing the Notes, as evidenced by their execution of the Notes. The Company shall make payments in respect of the principal and interest, including Additional Interest, if any, on Global Notes has been established to the Depositary or its nominee, as the case may be, in its capacity as the registered Holder under the Indenture. In the case of certificated Notes, the Company shall make payments in U.S. dollars at the office of the Paying Agent or, at the Company’s option, by check mailed to the Holder’s registered address (or, if requested by a supplemental indenture or pursuant Holder of more than $1 million of Notes, by wire transfer to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of account designated by such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent Holder). The Company shall make any required interest payments to the issuance person in whose name each Note is registered at the Close of Business on the record date for the interest payment. The Paying Agent shall be designated as the Company’s paying agent for payments on the Notes. The Company may at any time designate additional paying agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts. Subject to the requirements of any applicable abandoned property laws, the Trustee and authentication the Paying Agent shall pay to the Company upon written request any money held by them for payments on the Notes that remain unclaimed for two years after the date upon which that payment has become due. After payment to the Company, Holders entitled to the money must look to the Company for payment. In that case, all liability of such Additional Notes have been satisfied; andthe Trustee or Paying Agent with respect to that money shall cease.
Appears in 1 contract
Samples: Second Supplemental Indenture (Mgic Investment Corp)
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “4.500% Senior Notes due 2022” initially limited in aggregate principal amount to $1,000,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.2 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated payable at Stated Maturity. The Company may, without the consent of the Holders of the Notes, hereafter issue additional Notes (“Additional Notes”) under the Indenture with the same terms and delivered under with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said ; provided that such Additional Notes to or upon receipt must be part of the same issue as the Initial Notes for federal income tax purposes. Any such Additional Notes shall constitute a Company Ordersingle series together with the Initial Notes for all purposes hereunder, including, without any further action by the Company hereunder; providedlimitation, howeverwaivers, amendments and offers to purchase, provided that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will shall have a separate CUSIP number for so long number. The Form of Note shall be substantially as they remain not fungible; (2) set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such Additional Notes must appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be issued pursuant required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on any Global Note in immediately available funds to the same terms Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the date office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Registrar in respect of issuance the Notes and its agency in New York, New York as a place where Notes may be presented for such payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes andwithout prior notice to the Holders thereof, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) Company may act as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture Paying Agent or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andRegistrar.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $201,250,000 (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.04, 2.063.05, 2.073.06, 2.083.07, 2.093.08, 2.113.10, 5.06, 7.02(c) or 3.078.06. The Company Issuer may, from time to time after the execution of this Indenture, without the consent of, or notice to, the Holders, reopen this Indenture and execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company Issuer hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for securities laws purposes or the U.S. federal income tax purposes, any such Additional Notes will have a one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for issue price, the issue date, when interest begins accruing, and the first interest payment date, with respect to such Notes Additional Notes, and, if applicable applicable, restrictions on transfer in accordance with Section 2.14, the date from which interest will initially accrue and the date respect of the first interest paymentsuch Additional Notes) as the Initial Notes; and (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph paragraph. The Notes shall be known and all conditions precedent designated as the “3.75% Exchangeable Senior Notes due 2025” of the Issuer. The principal amount shall be payable on the Maturity Date. The principal amount of Physical Notes shall be payable at the office of the Paying Agent, which initially shall be the Corporate Trust Office, and at any other office or agency maintained by the Issuer for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States if such Holder has provided the Issuer, the Trustee, the Registrar and/or the Paying Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Issuer will pay, or cause to be paid through the Paying Agent, the principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or other payment date, as the case may be. Any Notes have been satisfied; repurchased by the Issuer or the Parent will be retired and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andno longer outstanding hereunder.
Appears in 1 contract
Samples: Indenture (Atlas Corp.)
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “3.25% Convertible Senior Notes due 2013” initially limited in aggregate principal amount to $450,000,000 (or up to $517,500,000 if the Underwriters exercise their over-allotment option pursuant to the Underwriting Agreement in full), which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.2 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated payable at Stated Maturity. The Company may, without the consent of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the Indenture with the same terms and delivered under with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) in an unlimited aggregate principal amount; provided that such Additional Notes must be part of the same issue as the Initial Notes for federal income tax purposes. Any such Additional Notes shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on any Global Note in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially limited to $450,000,000designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, except New York as a place where Notes may be presented for Notes authenticated and delivered upon payment or for registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07of transfer. The Company may, from time to time after however, change the execution of this Indenture, execute and deliver Paying Agent or Registrar for the Notes without prior notice to the Trustee for authentication Additional Notes of an unlimited aggregate principal amountHolders thereof, and the Trustee shall thereupon authenticate and deliver said Additional Company may act as Paying Agent or Registrar. Interest on the Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than Notes that are Global Notes) will be payable (i) to Holders of the date Notes having an aggregate principal amount of issuance for such Notes andof $5,000,000 or less, if applicable by check mailed to the Holders of these Notes at their address in accordance with Section 2.14the Security Register and (ii) to Holders having an aggregate principal amount of Notes in excess of $5,000,000, either by check mailed to each Holder at its address in the Security Register or, upon application by a Holder to the Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate Registrar to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andcontrary.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount Principal Amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $135,000,000 (the “Initial Notes”) is initially limited to $450,000,000), except for Notes as set forth in the Purchase Agreement authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.073.07, 2.083.08, 2.093.09, 2.113.11, 3.12, 8.05 or 3.0714.06. Initial Notes in an aggregate Principal Amount of $135,000,000 shall be issued on the date hereof upon the Company’s compliance with Section 3.04. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt the written order of a Company Orderthe Company, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungiblenumber; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue offering price) and the date of the first interest payment) as the Initial Notes; and (3) the Trustee must receive an Officer’s Officers’ Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph paragraph. The Notes shall be known and all conditions precedent designated as the “5.5% Convertible Senior Notes due 2016” of the Company. The Principal Amount shall be payable on the Maturity Date. The Principal Amount of Physical Notes shall be payable at the office of the Paying Agent in the City and State of New York and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders having an aggregate Principal Amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders having an aggregate Principal Amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Fundamental Change Purchase Date or other payment date, as the case may be. Any Notes have been satisfied; repurchased by the Company will be cancelled and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andno longer outstanding hereunder.
Appears in 1 contract
Title and Terms; Payments. The There is hereby established pursuant to Sections 2.1 and 2.2 of the Original Indenture a series of Securities designated the “2.75% Convertible Senior Notes due 2018” in an initial aggregate principal amount to $275,000,000 (as increased by the aggregate principal amount of any Additional Notes that may be authenticated and delivered under issued pursuant to this Indenture (the “Initial Notes”) is initially limited to $450,000,000section 2.01), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, of other Notes pursuant to Sections 2.05this Indenture. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No conversion or repurchase shall be permitted if it would result in the issuance of a Note with a minimum denomination of less than $2,000. The principal amount of Notes then outstanding shall be payable at Stated Maturity. The Notes shall bear interest at a rate of 2.75% per annum. Interest shall accrue from the initial issuance date of the Notes, 2.06and shall be payable semi-annually in arrears on June 15 and December 15 of each year, 2.07beginning December 15, 2.08, 2.09, 2.11, or 3.072011. The Company may, from time to time after without the execution consent of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the Indenture with the same terms and with the same CUSIP numbers as the Notes issued on the date of this Indenture, execute and deliver to Supplemental Indenture (the Trustee for authentication Additional Notes of “Initial Notes”) in an unlimited aggregate principal amount; provided that, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any no such Additional Notes are not may be issued unless they will be fungible with the Initial Notes for U.S. United States federal income tax and securities law purposes, any . Any such Additional Notes will have shall constitute a separate CUSIP number single series together with the Initial Notes for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to the same terms (other than Indenture requiring the date approval of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date Holders of the first interest payment) as Notes and any offers to purchase the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication . Holders of such Additional Notes shall vote together with the Holders of the Notes as one class. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have been satisfied; such letters, numbers or other marks of identification and (4) such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay the principal of and interest on any Global Note in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay the principal of any Definitive Notes at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee must receive an Opinion as its Paying Agent and Registrar in respect of Counsel which the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Registrar for the Notes. Interest on any Definitive Notes shall state (a) that be payable to Holders of Definitive Notes either by check mailed to each Holder at its address in the form of such Additional Notes has been established Register or, upon application by a supplemental indenture or pursuant Holder to the Board Resolutions Registrar not later than the relevant Regular Record Date, by wire transfer in accordance with this Section 2.01 and Section 2.04 and immediately available funds to that Holder’s account within the United States, which application shall remain in conformity with effect until that Holder notifies, in writing, the Registrar to the contrary. Notwithstanding anything to the contrary in the Original Indenture, the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Original Indenture and all conditions precedent relating to the issuance and authentication of such Additional Notes have been satisfied; andService Agent shall not apply to the Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Brookdale Senior Living Inc.)
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “5.150% Senior Notes due 2044” initially limited in aggregate principal amount to $500,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.2 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated payable at Stated Maturity. The Company may, without the consent of the Holders of the Notes, hereafter issue additional Notes (“Additional Notes”) under the Indenture with the same terms and delivered under with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and ; provided that if the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) number. Any such Additional Notes must shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The Form of Note shall be issued pursuant substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on any Global Note in immediately available funds to the same terms Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the date office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Registrar in respect of issuance the Notes and its agency in New York, New York as a place where Notes may be presented for such payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes andwithout prior notice to the Holders thereof, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) Company may act as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture Paying Agent or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andRegistrar.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture (the “Initial Notes”) is initially limited to $450,000,000150,000,000 (as may be increased by up to $22,500,000 pursuant to the exercise by the Initial Purchasers of their option to purchase additional Notes pursuant to Section 2 of the Purchase Agreement) (the "Initial Notes"), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.12 or 3.07Section 8.03. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have shall be issued under a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest paymentaccrue) as the Initial Notes; (3) the Trustee Company must receive an Officer’s Certificate deliver to the effect Trustee an Officers' Certificate stating that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Company must deliver to the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Notes shall be known and designated as the "4.25% Convertible Senior Notes due 2021" of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier repurchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar dated not later than 10 calendar days prior to the relevant payment date, by wire transfer in immediately available funds to such Holder's account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Repurchase Date, the Maturity Date or other payment date, as the case may be.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $125,000,000 (as may be increased by an amount (not to exceed $18,750,000) equal to the aggregate principal amount of additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement) (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 3.07, 4.02(d) or 3.0710.04. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes Notes, the issue price, and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Notes shall be known and designated as the “3.75% Convertible Senior Notes due 2019” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased, redeemed or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Hxxxxx’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, Redemption Date, the Maturity Date or other payment date, as the case may be.
Appears in 1 contract
Samples: Indenture (Igi Laboratories, Inc)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture (the “Initial Notes”) is initially limited to $450,000,000460,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and
Appears in 1 contract
Samples: Indenture (Sunedison, Inc.)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $600,000,000 (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Notes shall be known and designated as the “0.25% Convertible Senior Notes due 2020” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.
Appears in 1 contract
Samples: Indenture (Sunedison, Inc.)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $100,000,000 (as may be increased by up to $15,000,000 pursuant to the exercise by the Initial Purchasers of their option to purchase additional Notes pursuant to Section 2 of the Purchase Agreement) (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.12 or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have may be issued under a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest paymentaccrue) as the Initial Notes; (3) the Trustee Company must receive an Officer’s Certificate deliver to the effect Trustee an Officers’ Certificate stating that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Company must deliver to the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Notes shall be known and designated as the “4.50% Convertible Senior Notes due 2021” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar dated not later than 10 calendar days prior to the relevant payment date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.
Appears in 1 contract
Samples: Indenture (Immunogen Inc)
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “4.000% Senior Notes due 2026” initially limited in aggregate principal amount to $800,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.2 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated payable at Stated Maturity. The Company may, without the consent of the Holders of the Notes, hereafter issue additional Notes (“Additional Notes”) under the Indenture with the same terms and delivered under with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and ; provided that if the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) number. Any such Additional Notes must shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The Form of Note shall be issued pursuant substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on any Global Note in immediately available funds to the same terms Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the date office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Registrar in respect of issuance the Notes and its agency in New York, New York as a place where Notes may be presented for such payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes andwithout prior notice to the Holders thereof, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) Company may act as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture Paying Agent or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andRegistrar.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is initially limited to $230,000,000 except for Notes authenticated and delivered pursuant to Sections 304, 305 and 306 of the Original Indenture or Section 3.05 hereof. The Notes shall be known and designated as the “4.50% Convertible Senior Subordinated Notes due 2012” of the Company. The principal amount shall be payable at Stated Maturity. The Company may, without the consent of the Holders, hereafter issue additional notes (“Additional Notes”) under the Indenture with the same terms and the same CUSIP numbers as the Notes issued on the date of this First Supplemental Indenture (the “Initial Notes”) in an unlimited aggregate principal amount; provided that such Additional Notes must be part of the same issue as the Initial Notes for federal income tax purposes. Any such Additional Notes shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which is incorporated into and shall be deemed a part of this First Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on this Note, so long as such Note is a Global Security, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. The Company shall pay principal of any Notes (other than Notes that are Global Securities) at the office or agency designated by the Company for that purpose. The Company has initially limited to $450,000,000designated the Trustee as its Paying Agent and Security Registrar in respect of the Notes and its agency in Dallas, except Texas as a place where Notes may be presented for Notes authenticated and delivered upon payment or for registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07of transfer. The Company may, from time to time after however, change the execution of this Indenture, execute and deliver Paying Agent or Security Registrar for the Notes without prior notice to the Trustee for authentication Additional Notes of an unlimited aggregate principal amountHolders thereof, and the Trustee shall thereupon authenticate and deliver said Additional Company may act as Paying Agent or Security Registrar. Interest on the Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than Notes that are Global Securities) will be payable (i) to Holders of the date Notes having an aggregate principal amount of issuance for such Notes andof $5,000,000 or less, if applicable by check mailed to the Holders of these Notes at their address in accordance with Section 2.14the Security Register and (ii) to Holders having an aggregate principal amount of Notes in excess of $5,000,000, either by check mailed to each Holder at its address in the Security Register or, upon application by a Holder to the Security Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate Security Registrar to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andcontrary.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $400.0 million (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.04, 2.063.05, 2.073.06, 2.083.07, 2.093.08, 2.113.10, 5.06, 7.02(c) or 3.078.06. The Company Issuer may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company Issuer hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for securities laws purposes or the U.S. federal income tax purposes, any such Additional Notes will have a one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for offering price, the issue date, when interest begins accruing, and the first interest payment date, with respect to such Notes Additional Notes, and, if applicable applicable, restrictions on transfer in accordance with Section 2.14, the date from which interest will initially accrue and the date respect of the first interest paymentsuch Additional Notes) as the Initial Notes; and (3) the Trustee must receive an Officer’s Certificate and Opinion of Counsel to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph paragraph. The Notes shall be known and all conditions precedent designated as the “2.50% Exchangeable Senior Notes due 2022” of the Issuer. The principal amount shall be payable on the Maturity Date. The principal amount of Physical Notes shall be payable at the office of the Paying Agent, which initially shall be the Corporate Trust Office, and at any other office or agency maintained by the Issuer for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $2.0 million or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $2.0 million of Notes, either by check mailed to such Holders or, upon written application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Issuer will pay or cause the Paying Agent to pay principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or other payment date, as the case may be. Any Notes have been satisfied; repurchased by the Issuer or the Guarantor will be retired and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andno longer outstanding hereunder.
Appears in 1 contract
Samples: Indenture (Horizon Pharma PLC)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $75,090,000 (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 3.07 or 3.074.02(d). The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax and securities law purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes Notes, the issue price, and, if applicable in accordance with Section 2.142.12, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Notes shall be known and designated as the “4.75% Convertible Senior Notes due 2023” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Hxxxxx’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.
Appears in 1 contract
Samples: Indenture (Teligent, Inc.)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $850,000,000 (as may be increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement, the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.04, 2.063.05, 2.073.06, 2.083.07, 2.093.08, 2.113.10, 5.06, 7.02(c) or 3.078.06. The Company Issuer may, from time to time after the execution of this Indenture, without the consent of, or notice to, the Holders, reopen this Indenture and execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company Issuer hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for securities laws purposes or the U.S. federal income tax purposes, any such Additional Notes will have a one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for issue price, the issue date, when interest begins accruing, and the first interest payment date, with respect to such Notes Additional Notes, and, if applicable applicable, restrictions on transfer in accordance with Section 2.14, the date from which interest will initially accrue and the date respect of the first interest paymentsuch Additional Notes) as the Initial Notes; and (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph paragraph. The Notes shall be known and all conditions precedent designated as the “2.000% Exchangeable Senior Notes due 2026” of the Issuer. The principal amount shall be payable on the Maturity Date. The principal amount of Physical Notes shall be payable at the office of the Paying Agent, which initially shall be the Corporate Trust Office, and at any other office or agency maintained by the Issuer for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States if such Holder has provided the Issuer, the Trustee, the Registrar or the Paying Agent with the requisite information necessary to make such wire transfer, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Issuer will pay, or cause to be paid through the Paying Agent, the principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or other payment date, as the case may be. Any Notes have been satisfied; repurchased by the Issuer or the Guarantor will be retired and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andno longer outstanding hereunder.
Appears in 1 contract
Samples: Indenture (Jazz Pharmaceuticals PLC)
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $575.0 million (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.04, 2.063.05, 2.073.06, 2.083.07, 2.093.08, 2.113.10, 5.06, 7.02(c) or 3.078.06. The Company Issuer may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company Issuer hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for securities laws purposes or the U.S. federal income tax purposes, any such Additional Notes will have a one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for offering price, the issue date, when interest begins accruing, and the first interest payment date, with respect to such Notes Additional Notes, and, if applicable applicable, restrictions on transfer in accordance with Section 2.14, the date from which interest will initially accrue and the date respect of the first interest paymentsuch Additional Notes) as the Initial Notes; and (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph paragraph. The Notes shall be known and all conditions precedent designated as the “1.875% Exchangeable Senior Notes due 2021” of the Issuer. The principal amount shall be payable on the Maturity Date. The principal amount of Physical Notes shall be payable at the office of the Paying Agent, which initially shall be the Corporate Trust Office, and at any other office or agency maintained by the Issuer for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $2.0 million or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $2.0 million of Notes, either by check mailed to such Holders or, upon written application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the United States, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Issuer will pay or cause the Paying Agent to pay principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or other payment date, as the case may be. Any Notes have been satisfied; repurchased by the Issuer or the Guarantor will be retired and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andno longer outstanding hereunder.
Appears in 1 contract
Samples: Indenture (Jazz Pharmaceuticals PLC)
Title and Terms; Payments. The There is hereby established pursuant to Sections 2.01 and 2.02 of the Original Indenture a series of Securities designated the “4.00% Convertible Senior Notes due 2018” initially limited in aggregate principal amount to $300,000,000 (as increased by the aggregate principal amount of any Additional Notes that may be authenticated and delivered under issued pursuant to this Indenture (the “Initial Notes”) is initially limited to $450,000,000Section 2.01), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, of other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07this Indenture. The principal amount of Notes then outstanding shall be payable at Stated Maturity. Interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Company may, from time to time after without the execution consent of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the Indenture having the same ranking and the same interest rate, maturity and other terms as the Notes issued on the date of this Indenture, execute and deliver to Supplemental Indenture (the Trustee for authentication Additional Notes of “Initial Notes”) in an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, provided that (1) if any no such Additional Notes are not shall be issued with the same CUSIP number unless they will be fungible with the Initial Notes for U.S. United States federal income tax and securities law purposes, any . Any such Additional Notes will have shall constitute a separate CUSIP number single series together with the Initial Notes for so long as they remain not fungible; (2) all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to the Indenture requiring the approval of Holders of the Notes and any offers to purchase the Notes. Holders of such Additional Notes must be issued pursuant shall vote together with the Holders of the Notes as one class. In addition, the Company may, to the same terms extent permitted by law, purchase Notes in the open market or by tender offer at any price or by private agreement. The Company shall cause all Notes surrendered for the purpose of payment, repurchase (including as described above), registration of transfer or exchange or conversion, if surrendered to any Person other than the date Trustee (including any of issuance the Company’s Agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for such Notes and, if applicable cancellation in accordance with Section 2.142.10 of the Original Indenture. Any Notes repurchased by the Company or one of its Subsidiaries shall no longer be considered “outstanding” under the Indenture. The Form of Note, the date from which interest will initially accrue Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the date Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the first Company executing such Notes, as evidenced by their execution of the Notes. In the case of any conflict between any of such documents and the express provisions of the Indenture, such express provisions of the Indenture shall control. The Company shall pay the principal of and interest payment) on any Global Note in immediately available funds to the Depositary or its nominee, as the Initial Notes; (3) case may be, as the registered Holder of such Global Note. The Company shall pay the principal of any Definitive Notes at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee must receive an Officer’s Certificate as its Paying Agent and Registrar in respect of the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes without prior notice to the effect that such issuance Holders thereof, and the Company may act as Paying Agent or Registrar for the Notes. Interest on any Definitive Notes shall be payable (i) to Holders of Additional Definitive Notes complies with the provisions having an aggregate principal amount of this IndentureNotes of $5,000,000 or less, including each provision of this paragraph and all conditions precedent by check mailed to the issuance and authentication Holders of such Additional Notes have been satisfied; at their address in the Security Register and (4ii) to Holders having an aggregate principal amount of Definitive Notes in excess of $5,000,000, either by check mailed to each Holder at its address in the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established Security Register or, upon application by a supplemental indenture or pursuant Holder to the Board Resolutions Registrar not later than the relevant Regular Record Date, by wire transfer in accordance with this Section 2.01 and Section 2.04 and immediately available funds to that Holder’s account within the United States, which application shall remain in conformity with effect until that Holder notifies, in writing, the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent Registrar to the issuance and authentication of such Additional Notes have been satisfied; andcontrary.
Appears in 1 contract
Title and Terms; Payments. (a) There is hereby established a series of Securities designated the “5.50% Mandatorily Convertible Subordinated Notes due 2023” initially limited in aggregate principal amount to $1,250,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to Section 3.03 of the Base Indenture.
(b) The Notes shall be issued in denominations of $25 stated principal amount and integral multiples thereof.
(c) The Notes shall not be redeemable or terminable prior to the Maturity Date (except that they may be converted automatically as provided in Section 4.01(b), at the Company’s option as provided in Section 4.01(c) or at Holders’ option as provided in Section 4.03 or declared due and payable at the Holders’ option as provided in Section 5.03) and shall not be subject to any sinking fund.
(d) The Notes shall be mandatorily convertible on the Maturity Date as provided in Section 4.01(a) or any Accelerated Mandatory Conversion Date as provided in Section 4.01(b).
(e) The Company may from time to time hereafter, without the consent of the Holders, issue additional notes (“Additional Notes”) under the Indenture with identical terms (save for the inter alia the Issue Date), so that the same will be consolidated, form a single issue with and increase the aggregate principal amount of the Notes that may be authenticated and delivered under issued on the date of this Second Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder); provided, however, provided that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. United States federal income tax purposes, any such the Additional Notes will have a separate CUSIP CUSIP, ISIN, or other identifying number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date that differs from that of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate . The Company shall provide notice to the effect that such Holders of any issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent prior to the issuance thereof.
(f) The Form of Note, the Form of Conversion Notice and authentication the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B and C, respectively, hereto, which are incorporated into and shall be deemed a part of this Second Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, as evidenced by their execution of the Notes.
(g) The Company shall wire, through the facilities of the Securities Administrator, any payments on any Global Note in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Additional Global Note. The Company has initially designated the Securities Administrator as the Principal Paying Agent and Security Registrar in respect of the Notes have been satisfied; and (4) the Trustee must receive an Opinion its agency at its applicable Corporate Trust Office as a place where Notes may be presented for payment or for registration of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andtransfer.
Appears in 1 contract
Title and Terms; Payments. The There is hereby established pursuant to Sections 2.01, 2.02 and 2.03 of the Original Indenture a series of Securities designated the “10% Senior Convertible Notes due 2021” in an initial aggregate principal amount of $72,000,000 (as increased by the aggregate principal amount of any Additional Notes that may be authenticated and delivered under issued pursuant to this Indenture (the “Initial Notes”) is initially limited to $450,000,000section 2.01), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, of other Notes pursuant to Sections 2.05this Indenture. The Notes shall be issued in minimum denominations of $100 and integral multiples of $100 in excess thereof. No conversion or repurchase shall be permitted, 2.06if it would result in the issuance of a Note with a minimum denomination of less than $100. The principal amount of Notes then outstanding shall be payable at Stated Maturity. The Notes shall bear interest at a rate of 10% per annum. Interest shall accrue from the initial issuance date of the Notes, 2.07and shall be payable annually in arrears on February 15 of each year or the next business day, 2.08beginning February 15, 2.09, 2.11, or 3.072017. The Company may, from time to time after without the execution consent of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the Indenture with the same terms and with the same CUSIP numbers as the Notes issued on the date of this Indenture, execute and deliver to Supplemental Indenture (the Trustee for authentication Additional Notes of “Initial Notes”) in an unlimited aggregate principal amount; provided that, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any no such Additional Notes are not may be issued unless they will be fungible with the Initial Notes for U.S. United States federal income tax and securities law purposes, any . Any such Additional Notes will have shall constitute a separate CUSIP number single series together with the Initial Notes for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to the same terms (other than Indenture requiring the date approval of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date Holders of the first interest payment) as Notes and any offers to purchase the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication . Holders of such Additional Notes shall vote together with the Holders of the Notes as one class. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have been satisfied; such letters, numbers or other marks of identification and (4) such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay the principal of and interest on any Global Note in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. However, the Company has the sole discretion to repay the principal and any interest payments on any Global Note in cash or by payment-in-kind of the Company’s common stock. The Company shall pay the principal of any Definitive Notes at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee must receive an Opinion as its Paying Agent and Registrar in respect of Counsel which the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Registrar for the Notes. Interest on any Definitive Notes shall state (a) that be payable to Holders of Definitive Notes either by check mailed to each Holder at its address in the form of such Additional Notes has been established Register or, upon application by a supplemental indenture or pursuant Holder to the Board Resolutions Registrar not later than the relevant Regular Record Date, by wire transfer in accordance immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Registrar to the contrary. The payment-in-kind repayment of principal by common stock at maturity would be determined by the average of the closing prices of the common stock as reported by Bloomberg L.P. for the Principal Trading Market for the thirty (30) trading days preceding the Principal Repayment Date, with this Section 2.01 and Section 2.04 and the final number of shares of common stock rounded up to the next whole share. Fractional shares shall not be issued. The Principal Repayment Date means the trading day immediately prior to the 30 day period preceding the maturity date. The payment-in-kind payment of interest at any time would be determined by the average of the closing prices of the common stock as reported by Bloomberg L.P. for the Principal Trading Market for the thirty (30) trading days preceding the Regular Record Date with the final number of shares of common stock rounded up to the next whole share. Fractional shares shall not be issued. Notwithstanding anything to the contrary in conformity with the Original Indenture, the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Original Indenture and all conditions precedent relating to the issuance and authentication of such Additional Notes have been satisfied; andService Agent shall not apply to the Notes.
Appears in 1 contract
Title and Terms; Payments. There is hereby authorized a series of Debt Securities designated the “6.50% Convertible Senior Notes due 2012” initially limited in aggregate principal amount to $402,500,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 3.04 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated payable at Stated Maturity. The Company may, without the consent of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the Indenture with the same terms and delivered under with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, provided that (1) if any such Additional Notes are not fungible must be part of the same issue as the Initial Notes for federal income tax purposes. Any such Additional Notes shall constitute a single series together with the Initial Notes for U.S. federal income tax purposesall purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The form of Note (including the form of notice of conversion set forth in Exhibit A thereto, the form of Fundamental Change Purchase Notice set forth in Exhibit B thereto and the form of assignment and transfer set forth in Exhibit C thereto) shall be substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any such Additional Notes will have a separate CUSIP number for so long securities exchange or as they remain not fungible; (2) such Additional Notes must may, consistently herewith, be issued pursuant determined by the officers of the Company executing the Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on any Global Note in immediately available funds to the same terms Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the date office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Debt Security registrar in respect of issuance the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may change the Paying Agent or Debt Security registrar for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Debt Security registrar. Interest (including Additional Interest, if any) on the Notes (other than Notes that are Global Notes) will be payable (i) to Holders of the Notes having an aggregate principal amount of Notes of $5,000,000 or less, by check mailed to the Holders of such Notes andat their address in the Debt Security Register and (ii) to Holders of the Notes having an aggregate principal amount of Notes in excess of $5,000,000, if applicable either by check mailed to each Holder at its address in accordance with Section 2.14the Debt Security Register or, upon application by a Holder to the Debt Security registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until such Holder notifies, in writing, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate Debt Security registrar to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andcontrary.
Appears in 1 contract
Title and Terms; Payments. (a) There is hereby established a series of Securities designated the “6.00% Mandatorily Convertible Subordinated Notes due 2016” initially limited in aggregate principal amount to $2,250,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to Section 3.03 of the Base Indenture.
(b) The Notes shall be issued in denominations of $25 stated principal amount and integral multiples thereof.
(c) The Notes shall not be redeemable or terminable prior to the Maturity Date (except that they may be converted automatically as provided in Section 4.01(b), at the Company’s option as provided in Section 4.01(c) or at Holders’ option as provided in Section 4.02 or declared due and payable at the Holders’ option as provided in Section 5.03) and shall not be subject to any sinking fund.
(d) The Notes shall be mandatorily convertible on the Maturity Date as provided in Section 4.01(a) or any Accelerated Mandatory Conversion Date as provided in Section 4.01(b).
(e) The Company may from time to time hereafter, without the consent of the Holders, issue additional notes (“Additional Notes”) under the Indenture with identical terms (save for the inter alia the Issue Date), so that the same will be consolidated, form a single issue with and increase the aggregate principal amount of the Notes that may be authenticated and delivered under issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder); provided, however, provided that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. United States federal income tax purposes, any such the Additional Notes will have a separate CUSIP CUSIP, ISIN, or other identifying number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date that differs from that of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate . The Company shall provide notice to the effect that such Holders of any issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent prior to the issuance thereof.
(f) The Form of Note, the Form of Conversion Notice and authentication the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B and C, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, as evidenced by their execution of the Notes.
(g) The Company shall wire, through the facilities of the Securities Administrator, any payments on any Global Note in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Additional Global Note. The Company has initially designated the Securities Administrator as the Principal Paying Agent and Security Registrar in respect of the Notes have been satisfied; and (4) the Trustee must receive an Opinion its agency at its applicable Corporate Trust Office as a place where Notes may be presented for payment or for registration of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andtransfer.
Appears in 1 contract
Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $350,000,000 (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.12 or 3.073.09 or 10.05. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) such Additional Notes will be part of the same issue (and part of the same series) as the Initial Notes for U.S. federal income tax purposes and securities laws purposes; (2) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or securities laws purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (23) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes andoffering price, if applicable in accordance with Section 2.14, the date from which interest will initially accrue Issue Date and the date of the first interest paymentInterest Payment Date) as the Initial Notes; (34) the Trustee must receive an Officer’s 's Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfiedparagraph; and (45) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board Resolutions of Directors in accordance with this Section Sections 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture Indenture; and all (c) that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions precedent specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Notes shall be known and designated as the “2.50% Convertible Senior Notes due 2027” of the Company. The principal amount shall be payable on the Maturity Date. The principal amount of Physical Notes shall be payable at the Corporate Trust Office and at any other office or agency in the continental United States maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the issuance Registrar not later than the relevant Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Xxxxxx's account within the United States, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Paying Agent to pay principal of, and authentication interest on, Global Notes in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such Additional Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, Specified Purchase Date or other payment date, as the case may be. Any Notes have been satisfied; andrepurchased by the Company will be retired and no longer Outstanding hereunder.
Appears in 1 contract
Title and Terms; Payments. The There is hereby established pursuant to Sections 2.01 and 2.02 of the Original Indenture a series of Securities designated the “3.75% Convertible Senior Notes due 2015” initially limited in aggregate principal amount to $155,250,000 (as increased by the aggregate principal amount of any Additional Notes that may be authenticated and delivered under issued pursuant to this Indenture (the “Initial Notes”) is initially limited to $450,000,000section 2.01), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, of other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07this Indenture. The principal amount of Notes then outstanding shall be payable at Stated Maturity. The Company may, from time to time after without the execution consent of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the Indenture with the same terms as the Notes issued on the date of this Indenture, execute and deliver to Supplemental Indenture (the Trustee for authentication Additional Notes of “Initial Notes”) in an unlimited aggregate principal amount; provided that, and if issued with the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Ordersame CUSIP number as the Initial Notes, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not must be fungible with the Initial Notes for U.S. United States federal income tax and securities law purposes, any . Any such Additional Notes will have shall constitute a separate CUSIP number single series together with the Initial Notes for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to the same terms (other than Indenture requiring the date approval of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date Holders of the first interest payment) as Notes and any offers to purchase the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication . Holders of such Additional Notes shall vote together with the Holders of the Notes as one class. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B, C and D, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have been satisfied; such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay the principal of and interest on any Global Note in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay the principal of any Definitive Notes at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Registrar for the Notes. Interest on any Definitive Notes shall be payable (i) to Holders of Definitive Notes having an aggregate principal amount of Notes of $5,000,000 or less, by check mailed to the Holders of such Notes at their address in the Security Register and (4ii) to Holders having an aggregate principal amount of Definitive Notes in excess of $5,000,000, either by check mailed to each Holder at its address in the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established Security Register or, upon application by a supplemental indenture or pursuant Holder to the Board Resolutions Registrar not later than the relevant Regular Record Date, by wire transfer in accordance with this Section 2.01 and Section 2.04 and immediately available funds to that Holder’s account within the United States, which application shall remain in conformity with effect until that Holder notifies, in writing, the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent Registrar to the issuance and authentication of such Additional Notes have been satisfied; andcontrary.
Appears in 1 contract
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “5.750% Senior Notes due 2023” initially limited in aggregate principal amount to $425,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 3.3 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated due and delivered under this Indenture (payable on the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07Maturity Date. The Company may, from time to time after without the execution consent of this Indenturethe Holders, execute reopen the Indenture and deliver to issue additional Notes under the Trustee for authentication Additional Indenture with the same terms, and which will be treated as the same class, as the Notes of initially issued in an unlimited aggregate principal amount; provided that, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional additional Notes are not fungible with the Initial Notes initially issued for U.S. federal income tax purposes, any then such Additional additional Notes will have a separate CUSIP number for so long as they remain not fungible; number. The form of Note (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of assignment and transfer) shall be substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such Additional appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing the Notes, as evidenced by their execution of the Notes. The Company shall make payments in respect of the principal and interest on Global Notes has been established to the Depositary or its nominee, as the case may be, in its capacity as the registered Holder under the Indenture. In the case of Physical Notes, the Company shall make payments in U.S. dollars at the office of the Paying Agent or, at the Company’s option, by check mailed to the Holder’s registered address (or, if requested by a supplemental indenture or pursuant Holder of more than $1 million of Notes, by wire transfer to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of account designated by such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent Holder). The Company shall make any required interest payments to the issuance Person in whose name each Note is registered at the Close of Business on the Record Date for the interest payment. The Trustee shall be designated as the Company’s initial Paying Agent for payments on the Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts. Subject to the requirements of any applicable abandoned property laws, the Trustee and authentication the Paying Agent shall pay to the Company upon written request any money held by them for payments on the Notes that remain unclaimed for two years after the date upon which that payment has become due. After payment to the Company, Holders entitled to the money must look to the Company for payment. In that case, all liability of such Additional Notes have been satisfied; andthe Trustee or Paying Agent with respect to that money shall cease.
Appears in 1 contract
Samples: Third Supplemental Indenture (Mgic Investment Corp)
Title and Terms; Payments. There is hereby authorized a series of Securities designated the “2.250% Senior Notes due 2021” initially limited in aggregate principal amount to $500,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.2 of the Original Indenture. The aggregate principal amount of Notes that may then outstanding shall be authenticated payable at Stated Maturity. The Company may, without the consent of the Holders of the Notes, hereafter issue additional Notes (“Additional Notes”) under the Indenture with the same terms and delivered under with the same CUSIP numbers as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and ; provided that if the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) number. Any such Additional Notes must shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The Form of Note shall be issued pursuant substantially as set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, as evidenced by their execution of the Notes. The Company shall pay principal of and interest on any Global Note in immediately available funds to the same terms Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the date office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Registrar in respect of issuance the Notes and its agency in New York, New York as a place where Notes may be presented for such payment or for registration of transfer. The Company may, however, change the Paying Agent or Registrar for the Notes andwithout prior notice to the Holders thereof, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) Company may act as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture Paying Agent or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; andRegistrar.
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Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $150,000,000 (as may be increased by up to $22,500,000 pursuant to the exercise by the Initial Purchasers of their option to purchase additional Notes pursuant to Section 2 of the Purchase Agreement) (the “Initial Notes”) is initially limited to $450,000,000), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.12 or 3.07Section 8.03. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have shall be issued under a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest paymentaccrue) as the Initial Notes; (3) the Trustee Company must receive an Officer’s Certificate deliver to the effect Trustee an Officers’ Certificate stating that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and
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Samples: Indenture
Title and Terms; Payments. The (a) There is hereby authorized a series of Securities designated the “4.125% Senior Notes due 2023” initially limited in aggregate principal amount to $500,000,000.
(b) Interest on the Notes shall accrue from July 23, 2018 or, if interest has already been paid, from the date it was most recently paid. Interest on the Notes shall accrue at a rate of 4.125% per annum, payable semiannually in arrears on February 1 and August 1 of each year, commencing on February 1, 2019, to the Holders of the Notes on the relevant Record Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, the Maturity Date, any redemption date, or any earlier required repurchase date of the Notes falls on a day that is not a Business Day, the required payment shall be made on the next succeeding Business Day and no interest on such payment shall accrue in respect of the delay.
(c) Additional Notes may be authenticated created and delivered under this Indenture (the “Initial Notes”) is initially limited to $450,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07. The Company may, issued from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunderwithout notice to or consent of the Holders and shall be consolidated with and form a single class with the Notes issued on the Issue Date and shall have the same terms as to status, redemption or otherwise (other than issue date, issue price and, if applicable, the first Interest Payment Date and the first date from which interest will accrue) as the Notes issued on the Issue Date; provided, however, provided that (1) if any such Additional Notes are not fungible with the Initial Notes issued on the Issue Date for U.S. federal income tax purposes, any such Additional Notes will shall have a one or more separate CUSIP number numbers from the Notes issued on the Issue Date. Unless the context otherwise requires, for so long as they remain not fungible; (2) such all purposes of the Indenture and this Supplemental Indenture, references to the Notes include any Additional Notes must be issued pursuant to the same terms actually issued.
(other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date d) The form of the first interest payment) Notes shall be substantially as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions set forth in Exhibit A hereto, which is incorporated into and shall be deemed a part of this Supplemental Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and.
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