Common use of Title and Terms; Payments Clause in Contracts

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 $[ ], 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, 2.09, 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: The Agreement and Plan of Merger (Sunedison, Inc.), The Agreement and Plan of Merger (Vivint Solar, Inc.)

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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 $[ ]350,000,000, 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, 2.09, 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[ ]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 Xxxxxxxxx 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 (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 $[ ]450,000,000, 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: Sunedison, Inc., 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 $30,000,000 (the “Initial Notes”) is initially limited to $[ ]), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.093.07, 2.113.08, 3.09, 3.11, 3.12, 5.06 or 3.078.05. 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 pursuant to a Company OrderOrder of the Issuer, without any further action by the Company Issuer hereunder; provided, however, provided that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax or securities law purposes, any such Additional Notes will shall 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 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 and all conditions precedent paragraph. Prior to the issuance and authentication of such Additional Notes have been satisfied; and (4) Notes, the Company shall deliver to the Trustee must receive a Company Order, 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 Officer’s Certificate 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 an Opinion of Counsel, will constitute valid such Officer’s Certificate and legally binding obligations Opinion of Counsel to cover such matters, in addition to those required by Section 16.04, as 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 principlesTrustee shall reasonably request. The Notes shall be known and designated as the “2.253.50% Convertible Exchangeable Senior Notes due 20[ ]2047” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. 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 Issuer 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such HolderXxxxxx’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.

Appears in 1 contract

Samples: Indenture (Amarin Corp Plc\uk)

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 $[ ], 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, 2.09, 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 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 principlesnumber. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods Inc)

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 $25,000,000 (the “Initial Notes”) is initially limited to $[ ]), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.093.07, 2.113.08, 3.09, 3.11, 3.12, 5.06 or 3.078.05. 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 the written order of a Company Orderthe Company, without any further action by the Company hereunder; provided, however, that (1i) if any the Company is then permitted to incur the debt under this Indenture, (ii) no such Additional Notes are not may be issued unless fungible with the Initial Notes under U.S. securities laws and 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; purposes and (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; (3iii) 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 principlesparagraph. The Notes shall be known and designated as the “2.257.50% Convertible Exchangeable Senior Secured Second Lien Notes due 20[ ]2018” of the Company. The principal amount Principal Amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount 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 purposepurpose in the continental United States of America. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount Principal Amount of $1,000,000 1.0 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 Principal Amount of more than $1,000,000 1.0 million 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, interest on, and interest Interest Make-Whole Premium, if applicable, or any Redemption Exchange Make-Whole Amount, if applicable, on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Date settlement date upon exchange or other payment date, as the case may be. The Company, Parent or any of Parent’s other Subsidiaries may from time to time repurchase Notes in open market purchases or negotiated transactions without giving prior notice to the Holders of the Notes. Any Notes repurchased by the Company, Parent or any of Parent’s other Subsidiaries will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: Indenture (Oclaro, Inc.)

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 $[ ]section 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, 2.09and shall be payable annually in arrears on February 15 of each year or the next business day, 2.11beginning February 15, 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 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 vote together 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 Holders 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 principlesNotes as one class. The Notes 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 known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will shall pay or cause the Trustee or Paying Agent to pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 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 to Holders of Definitive Notes either by check mailed to each Interest Payment Holder at its address in the Register or, upon application by a Holder to the Registrar not later than the relevant Regular Record Date, Fundamental Change Purchase 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 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 the Maturity final number of shares of common stock rounded up to the next whole share. Fractional shares shall not be issued. The Principal Repayment Date or other means the trading day immediately prior to the 30 day period preceding the maturity date. The payment-in-kind payment dateof 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 the Original Indenture, as the case may beprovisions of the Original Indenture relating to the Service Agent shall not apply to the Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Zion Oil & Gas Inc)

Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to two hundred and fifty million dollars ($250,000,000) (the “Initial Notes”) is initially limited except (A) if the Initial Purchasers exercise the Shoe Option, then there will be up to an additional thirty seven million five hundred thousand dollars ($[ ], except 37,500,000) principal amount of Notes pursuant to such exercise that may be authenticated and delivered under this Indenture; and (B) for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 3.07 or 3.074.02. The Company may, without notice to or consent of the Holders, 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 then such Additional Notes will have a separate CUSIP number number. All Notes issued hereunder shall be treated as a single class 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 purposes under this Indenture and shall vote together as one class on all conditions precedent matters with respect 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 principlesNotes. The Notes shall be known and designated as the “2.254.25% Convertible Senior Notes due 20[ ]2028” 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 IndentureDate. No sinking fund is provided for the Notes. 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 in Los Angeles, California or 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 five million dollars ($1,000,000 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 five million dollars ($1,000,000 5,000,000) 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such HolderXxxxxx’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx 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 The Depository Trust Company 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 Redemption Date or other payment date, as the case may be. Any Notes repurchased or redeemed by the Company will be retired.

Appears in 1 contract

Samples: Indenture (Herbalife Nutrition Ltd.)

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 $[ ]), 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 “2.254.50% Convertible Senior Notes due 20[ ]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 at least three Business Days dated not later than 10 calendar days prior to the relevant Interest Payment Datepayment 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 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: Immunogen Inc

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 $[ ]section 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, 2.09beginning December 15, 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 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 vote together 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 Holders 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 principlesNotes as one class. The Notes 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 known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will shall pay or cause the Trustee or Paying Agent to pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 to Holders of Definitive Notes either by check mailed to each Interest Payment Holder at its address in the Register or, upon application by a Holder to the Registrar not later than the relevant Regular Record Date, Fundamental Change Purchase Dateby 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 Maturity Date or other payment dateRegistrar to the contrary. Notwithstanding anything to the contrary in the Original Indenture, as the case may beprovisions of the Original Indenture relating to the Service Agent shall not apply to the Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Brookdale Senior Living Inc.)

Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $250,000,000 aggregate principal amount (the “Initial Notes”) is initially limited to $[ ], 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. The Company may, from time to time after the execution of this Indenture, without notice to or the consent of the Holders, execute and deliver to the Trustee for authentication Additional Notes of with the same CUSIP number as the 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, 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 one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to have the same terms as the Initial Notes (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the issue price and date from which interest will initially accrue shall 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 principlesparagraph. The Notes shall be known and designated as the “2.253.00% Convertible Senior Notes due 20[ ]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 IndentureDate. The principal amount of and premium, if any, on any Physical Notes shall be payable in U.S. dollars 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 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 an account within the U.S.United States designated by such Holder in a written application delivered by such Holder to the Trustee and the Paying Agent not later than the relevant Regular Record Date for such interest payment, which application shall remain in effect until the such Holder notifies the Xxxxxxxxx Trustee and Paying Agent to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal ofof and premium, if any, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder 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. Any Notes repurchased by the Company will be retired and no longer Outstanding hereunder.

Appears in 1 contract

Samples: Amicus Therapeutics Inc

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 $57,605,000 (the “Initial Notes”) is initially limited to $[ ]), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.093.07, 2.113.08, 3.09, 3.11 or 3.073.12. 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 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 principlesparagraph. The Notes shall be known and designated as the “2.259.50% Convertible Senior Notes due 20[ ]2019” of the Company. The principal amount Principal Amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount 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. The Company may elect to pay interest on the Notes (including Additional Interest) in cash or in shares of Common Stock. Interest on Physical Notes Notes, if paid in cash, will be payable (i) to Holders holding Physical Notes having an aggregate principal amount 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 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to will pay principal of, and cash interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Noteglobal note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be. Interest on Physical Notes and Global Notes, if paid in shares of Common Stock, will be paid based upon a price equal to 92.5% of the simple average of the Daily VWAP per share for Common Stock for the 10 Trading Days ending on and including the Trading Day immediately preceding the relevant Interest Payment Date (the “Averaging Period”), as calculated and determined by the Company. The Company shall not elect to issue shares of Common Stock as payment of interest on the Notes to the extent such issuance of Common Stock would exceed, in the aggregate, the Exchange Cap. In addition, the Company may only elect to make payment of interest in Common Stock if such Common Stock is not subject to restrictions on transfer under the Securities Act by Persons other than Affiliates of the Company, whether based on an effective registration statement covering such shares or on an applicable exemption from such registration requirement for resale thereof. Five Trading Days before the start of the applicable Averaging Period, the Company shall notify the Holders, the Trustee and the Transfer Agent of whether it will make such interest payment in cash or in shares of Common Stock; provided that, if no such notice is given, the Company shall be deemed to have notified the Holder that it will pay interest in cash. If the Company chooses to make such payment in shares of Common Stock, three Trading Days following the applicable Interest Payment Date, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company Fast Automated Securities Transfer Program, credit the number of shares of Common Stock payable as an interest payment to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to each Holder, a certificate, registered in the Company’s share register in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder is entitled in connection with such payment. Any Notes repurchased by the Company will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: Amyris, Inc.

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 $[ ]), 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, 2.093.06, 2.113.07, 3.08, 3.10, 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 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 principlesparagraph. The Notes shall be known and designated as the “2.253.75% Convertible Exchangeable Senior Notes due 20[ ]2025” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount of Physical Notes shall be payable in U.S. dollars at the office of the Paying Agent, which initially shall be the Corporate Trust Office Office, and at any other office or agency maintained by the Company Issuer 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 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 $1,000,000 5,000,000 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.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 Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer will pay pay, or cause to be paid through the Trustee or Paying Agent to pay Agent, the principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Repurchase Date or other payment date, as the case may be. Any Notes repurchased by the Issuer or the Parent will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: Atlas Corp.

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 $[ ]), 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 (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 1 contract

Samples: document.epiq11.com

Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $402,500,000 aggregate principal amount (the “Initial Notes”) is initially limited to $[ ], 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. The Company may, from time to time after the execution of this Indenture, without notice to or the consent of the Holders, execute and deliver to the Trustee for authentication Additional Notes of with the same CUSIP number as the 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, that (1) 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 one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to have the same terms as the Initial Notes (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the issue price and date from which interest will initially shall accrue and except for such differences determined by the date Company as appropriate to reflect the later issuance of the first interest payment) as the Initial NotesAdditional Notes and for U.S. federal income tax purposes and securities law purposes); and (3) the Trustee must receive an Officer’s Certificate and an 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 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 principlesparagraph. The Notes shall be known and designated as the “2.252.75% Convertible Senior Notes due 20[ ]2022” 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 IndentureDate. The principal amount of and premium, if any, on any Physical Notes shall be payable in U.S. dollars 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 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 an account within the U.S.United States designated by such Holder in a written application delivered by such Holder to the Trustee and the Paying Agent not later than one Business Day prior to the relevant Regular Record Date for such interest payment, which application shall remain in effect until the such Holder notifies the Xxxxxxxxx Trustee and Paying Agent to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal ofof and premium, if any, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nomineeDepositary, as the case may be, as the registered Holder 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. Any Notes repurchased by the Company will be retired and no longer Outstanding hereunder.

Appears in 1 contract

Samples: Indenture (Golar LNG LTD)

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 $[ ], 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, 2.09, 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 such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 assignment and Section 2.04 and in conformity with the provisions of this Indenture; (btransfer) 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 substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing the Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause shall make payments in respect of the Trustee or Paying Agent to pay principal of, and interest on, on Global Notes in U.S. dollars and in immediately available funds 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 such Global Note, on each Interest Payment Date, Fundamental Change Purchase DatePhysical Notes, the Maturity 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 Holder of more than $1 million of Notes, by wire transfer to the account designated by such Holder). The Company shall make any required interest payments to the Person in whose name each Note is registered at the Close of Business on the Record Date or other payment date, for the interest payment. The Trustee shall be designated as the case Company’s initial Paying Agent for payments on the Notes. The Company may beat 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 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 the 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. 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 $[ ]), 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 and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfiedIndenture; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company andNotes, 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 “2.252.50% Convertible Senior Notes due 20[ ]2027” 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 IndentureDate. 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 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 Company and Registrar at least three Business Days prior to not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s Xxxxxx's account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Specified Purchase Date or other payment date, as the case may be. Any Notes repurchased by the Company will be retired and no longer Outstanding hereunder.

Appears in 1 contract

Samples: Seacor Holdings Inc /New/

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 $[ ]), 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 “2.253.75% Convertible Senior Notes due 20[ ]2019” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased 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 HolderHxxxxx’s account within the U.S., which application shall remain in effect until the Holder notifies the Xxxxxxxxx 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 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 $[ ]), 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, 2.093.07, 2.113.08, 3.09, 3.11, 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 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 principlesparagraph. The Notes shall be known and designated as the “2.255.5% Convertible Senior Notes due 20[ ]2016” of the Company. The principal amount Principal Amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount Principal Amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office 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 holding Physical Notes having an aggregate principal amount 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 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder 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. Any Notes repurchased by the Company will be cancelled and no longer outstanding hereunder.

Appears in 1 contract

Samples: Indenture (Endeavour International Corp)

Title and Terms; Payments. There is hereby authorized a series of Securities designated the “3.950% Senior Notes due 2024” initially limited in aggregate principal amount to $1,250,000,000, 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods Inc)

Title and Terms; Payments. There is hereby authorized a series of Securities designated the “4.350% Senior Notes due 2029” 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods, Inc.)

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 $[ ]), 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, 2.093.06, 2.113.07, 3.08, 3.10, 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 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 principlesparagraph. The Notes shall be known and designated as the “2.251.875% Convertible Exchangeable Senior Notes due 20[ ]2021” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount of Physical Notes shall be payable in U.S. dollars at the office of the Paying Agent, which initially shall be the Corporate Trust Office Office, and at any other office or agency maintained by the Company Issuer 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 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 $1,000,000 2.0 million 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Repurchase Date or other payment date, as the case may be. Any Notes repurchased by the Issuer or the Guarantor will be retired and no 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 $600,000,000 (the “Initial Notes”) is initially limited to $[ ]), 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 “2.250.25% Convertible Senior Notes due 20[ ]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 Xxxxxxxxx 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: Sunedison, Inc.

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 $55,000,000 (the “Initial Notes”) is initially limited to $[ ]), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.093.07, 2.113.08, 3.09, 3.11, 3.12 or 3.078.04. 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 no such Additional Notes are not may be issued unless fungible with the Initial Notes under U.S. securities laws and for U.S. federal income tax purposes, any such . Additional Notes will shall 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 as Initial Notes (other than the date of issuance for such Notes andissue price, if applicable and in accordance with Section 2.14some cases, 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 principlesaccrue). The Notes shall be known and designated as the “2.257.5% Convertible Senior Notes due 20[ ]2022” of the Company. The principal amount Principal Amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount of Principal Amount of, and interest on, 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 purposepurpose in the continental United States of America. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount 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 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, on Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Noteglobal note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be. Any Notes repurchased by the Company will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: Hc2 Holdings, 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 $[ ]), 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, 2.093.06, 2.113.07, 3.08, 3.10, 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 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 principlesparagraph. The Notes shall be known and designated as the “2.251.50% Convertible Exchangeable Senior Notes due 20[ ]2024” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount of Physical Notes shall be payable in U.S. dollars at the office of the Paying Agent, which initially shall be the Corporate Trust Office Office, and at any other office or agency maintained by the Company Issuer 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 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 $1,000,000 5,000,000 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.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 Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer will pay pay, or cause to be paid through the Trustee or Paying Agent to pay Agent, the principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Repurchase Date or other payment date, as the case may be. Any Notes repurchased by the Issuer or the Guarantor will be retired and no 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 “4.875% Senior Notes due 2034” 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Tyson Foods (Tyson Foods Inc)

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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods, Inc.)

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 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 $[ ]), 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, 2.093.07, 2.113.08, 3.09, 3.11, 3.12, 5.06 or 3.078.05. 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 the written order of a Company Orderthe Issuer, without any further action by the Company Issuer hereunder; provided, however, that (1) such Additional Notes will be part of the same issue as the Initial Notes for U.S. federal income tax purposes; (2) 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 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 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 (34) 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 principlesparagraph. The Notes shall be known and designated as the “2.253.50% Convertible Exchangeable Senior Notes due 20[ ]2032” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. 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 Issuer 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Noteglobal note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be. Any Notes repurchased by the Issuer will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: Amarin Corp Plc\uk

Title and Terms; Payments. There is hereby authorized a series of Securities designated the “5.400% Senior Notes due 2029” initially limited in aggregate principal amount to $600,000,000, 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods, Inc.)

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 $[ ], 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, 2.09, 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 such Additional Notes has been established by a supplemental indenture or pursuant to notice of conversion, the Board Resolutions in accordance with this Section 2.01 form of Fundamental Change Repurchase Notice and Section 2.04 the form of assignment and in conformity with the provisions of this Indenture; (btransfer) 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 substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing the Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause shall make payments in respect of the Trustee or Paying Agent to pay principal ofand interest, and interest onincluding Additional Interest, if any, on Global Notes in U.S. dollars and in immediately available funds 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 such Global Note, on each Interest Payment Date, Fundamental Change Purchase Datecertificated Notes, the Maturity Date or other payment dateCompany 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 Holder of more than $1 million of Notes, by wire transfer to the account designated by such Holder). The Company shall make any required interest payments to the 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 case Company’s paying agent for payments on the Notes. The Company may beat 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 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 the 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 “5.100% Senior Notes due 2048” 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods Inc)

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Title and Terms; Payments. There is hereby established a series of Securities designated the “7.50% Convertible Senior Notes due 2017” initially limited in aggregate principal amount to $172.5 million, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Indenture. The aggregate Notes shall be issued only in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The principal amount of Notes that may then Outstanding shall be authenticated payable at the Stated Maturity. Interest on the Notes shall accrue at a rate of 7.50% per annum, from and delivered including January 15, 2010 or from the most recent date on which interest has been paid or duly provided for, until the principal thereof is paid or made available for payment. Interest shall be payable in arrears on each Interest Payment Date, beginning on July 15, 2010, to the Person in whose name a Note is registered on the Security Register at the close of business on the Regular Record Date immediately preceding the applicable Interest Payment Date. 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 conditions, except for any difference in the issue price and interest accrued prior to the issue date of the Additional Notes, and with the same CUSIP number as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) is initially limited to $[ ], 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, 2.09, 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 must be part of the same issue as the Initial Notes for U.S. federal income tax 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 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 Form of Note shall be known and designated substantially 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 Exhibit A and the Register Form of Conversion Notice, the Form of Company Repurchase Notice and (ii) the Form of Assignment and Transfer shall be substantially as set forth in Attachments 1, 2 and 3, respectively, to Holders holding Physical Notes having an aggregate principal amount Exhibit A, each of more than $1,000,000 which is incorporated into and shall be deemed a part of this Supplemental Indenture, and 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, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will shall pay or cause the Trustee or Paying Agent to pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 and interest on any certificated Notes at the office or agency designated by the Company for that purpose by check mailed to the Holders of those Notes, unless a Holder timely requests to have such amounts paid by wire transfer in accordance with the final three sentences of this paragraph, in which case the Company shall instead pay such principal of and interest on each Interest Payment Dateany certificated Notes by wire transfer in accordance with the transfer instructions provided in such request. The Company has initially designated the Trustee as its Paying Agent and Security Registrar in respect of the Notes (the “Note Registrar”) and its agency in Minneapolis, Fundamental Change Purchase DateMN as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Note Registrar without prior notice to the Holders thereof, and the Company may act as Paying Agent or Note Registrar. Payments on any certificated Notes having an aggregate principal amount of more than $5,000,000 shall be payable, if the Holder of such certificated Notes so requests in accordance with the two immediately succeeding sentences, by wire transfer of immediately available funds to an account specified by the Holder within the United States. To request payment by wire transfer, the Maturity Date Holder must give appropriate transfer instructions to the Trustee or other Paying Agent (if not the Trustee) at least 15 Business Days before the requested wire payment dateis due and, in the case of any interest payments, the instructions must be given by the Person who is shown in the Security Register as the case may beHolder of the certificated Note on the applicable Regular Record Date. All applications for payment by wire transfer shall be made no later than the applicable Regular Record Date and shall remain in effect unless and until new instructions are given in the manner described in the immediately preceding sentence.

Appears in 1 contract

Samples: Indenture (KKR Financial Holdings LLC)

Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $115,000,000 aggregate principal amount (the “Initial Notes”) is initially limited to $[ ], 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. The Company may, from time to time after the execution of this Indenture, without notice to or the consent of the Holders, execute and deliver to the Trustee for authentication Additional Notes of with the same CUSIP number as the 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, 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 one or more separate CUSIP number for numbers so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to have the same terms as the Initial Notes (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the issue price and date from which interest will initially accrue shall accrue); and the date of the first interest payment) as the Initial Notes; (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, 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 authorizedare the legal, 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 obligation 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 “2.254.00% Convertible Exchangeable Senior Notes due 20[ ]2045” 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 IndentureDate. The principal amount of and premium, if any, on any Physical Notes shall be payable in U.S. dollars 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 $1,000,000 500,000 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 $1,000,000 500,000 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 an account within the U.S.United States designated by such Holder in a written application delivered by such Holder to the Trustee and the Paying Agent not later than the relevant Regular Record Date for such interest payment, which application shall remain in effect until the such Holder notifies the Xxxxxxxxx Trustee and Paying Agent to the contrary in writing. The Company will shall pay or cause the Trustee or Paying Agent to pay principal ofof and premium, if any, 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 holder of such Global Note, on each Interest Payment Date, Put Right Repurchase Date, Fundamental Change Purchase Date, the Maturity Redemption Date or other payment date, as the case may be. Any Notes repurchased by the Company will be retired and no longer Outstanding hereunder.

Appears in 1 contract

Samples: Trinity Biotech PLC

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 $[ ]460,000,000, 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 1 contract

Samples: 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 $118,734,000 (the “Initial Notes”) is initially limited to $[ ]), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.093.07, 2.113.08, 3.09, 3.11, 3.12, 5.06 or 3.078.05. 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 pursuant to a Company OrderOrder of the Issuer, without any further action by the Company Issuer hereunder; provided, however, that (1) such Additional Notes will be part of the same issue as the Initial Notes for U.S. federal income tax purposes; (2) 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 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 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 respect of such Additional Notes) and the date of the first interest payment) as the Initial Notes; and (34) 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 principlesparagraph. The Notes shall be known and designated as the “2.253.50% Convertible May 2014 Exchangeable Senior Notes due 20[ ]2032” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. 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 Issuer 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Noteglobal note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.

Appears in 1 contract

Samples: Indenture (Amarin Corp Plc\uk)

Title and Terms; Payments. There is hereby authorized a series of Securities designated the “3.900% Senior Notes due 2023” initially limited in aggregate principal amount to $400,000,000, 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods Inc)

Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $69,000,000 (the “Initial Notes”) is initially limited to $[ ]), 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, 3.07 or 3.0710.05. 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) 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 “2.254.50% Convertible Senior Notes due 20[ ]2018” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased purchased, converted or converted redeemed 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 dated not later than 10 calendar days prior to the relevant Interest Payment Datepayment 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 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, Redemption Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.

Appears in 1 contract

Samples: Indenture (Protalix BioTherapeutics, Inc.)

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”) is initially limited to $[ ], 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, 2.09, 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, 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 including, without limitation, waivers, amendments and offers to the same terms (other than the date purchase. The Form of issuance for such Notes and, if applicable in accordance with Section 2.14Note, the date from which interest will initially accrue Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the date Form 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 Assignment 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 Transfer shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 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. Interest 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 these Notes at their address in the 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 Interest Payment 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, Fundamental Change Purchase Dateby 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 Maturity Date or other payment date, as Registrar to the case may becontrary.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods Inc)

Title and Terms; Payments. There is hereby authorized a series of Securities designated the “3.550% Senior Notes due 2027” initially limited in aggregate principal amount to $1,350,000,000, 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Tyson Foods (Tyson Foods Inc)

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 $[ ]), 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, 2.093.06, 2.113.07, 3.08, 3.10, 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 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 principlesparagraph. The Notes shall be known and designated as the “2.252.50% Convertible Exchangeable Senior Notes due 20[ ]2022” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount of Physical Notes shall be payable in U.S. dollars at the office of the Paying Agent, which initially shall be the Corporate Trust Office Office, and at any other office or agency maintained by the Company Issuer 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 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 $1,000,000 2.0 million 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer 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 The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Repurchase Date or other payment date, as the case may be. Any Notes repurchased by the Issuer or the Guarantor will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: 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 $[750,000,000] aggregate principal amount (the “Initial Notes”) is initially limited to $[ ], 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. [If the Initial Purchasers exercise the Shoe Option, then there will be originally issued up to an additional $112,500,000 principal amount of Initial Notes pursuant to such exercise, subject to the provisions of this Indenture.] The Company may, from time to time after the execution of this Indenture, without notice to or the consent of the Holders, reopen this Indenture and execute and deliver to the Trustee for authentication Additional Notes of with the same CUSIP number as the 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 Order together with the Company hereunderother documents required pursuant to this Indenture; provided, however, that (1) if any such Additional Notes (and any Notes that have been resold after they have been purchased or otherwise acquired by the Company or any of its Subsidiaries) are not fungible with the Initial Notes for U.S. federal income tax purposes and securities laws 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 have the same terms as the Initial Notes (other than the date of issuance for such Notes andissue date, if applicable in accordance with Section 2.14, the issue price and date from which interest will initially accrue shall 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 principlesparagraph. The Notes shall be known and designated as the “2.250.50% Convertible Senior Notes due 20[ ]2028” 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 IndentureDate. The principal amount of any Physical Notes shall be payable in U.S. dollars 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 2,000,000 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 2,000,000 of Notes, either by check mailed to such Holders or, upon written application by a such Holder to the Company and Registrar at least three Business Days prior to not later than the relevant Interest Payment Regular Record Date, by wire transfer in immediately available funds to such Holder’s an account within the U.S.United States designated by such Holder if such Holder has provided the Trustee or the Paying Agent with an application containing the requisite information necessary to make such wire transfer, which application shall remain in effect until the such Holder notifies the Xxxxxxxxx Trustee and Paying Agent 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 by wire transfer in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Repurchase Date or other payment date, as the case may be. Any Notes repurchased by the Company will be retired and no longer Outstanding hereunder.

Appears in 1 contract

Samples: Lumentum Holdings Inc.

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 $[ ], 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, 2.09, 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 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 paymentthat are Global Notes) 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 designated by the Company for such that purpose. The Company has initially designated the Trustee as its Paying Agent and Debt Security 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 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 Physical the Notes (other than Notes that are Global Notes) will be payable (i) to Holders holding Physical of the Notes having an aggregate principal amount of Notes of $1,000,000 5,000,000 or less of Notesless, by check mailed to the Holders of such Holders Notes at the their address set forth in the Debt Security Register and (ii) to Holders holding Physical of the Notes having an aggregate principal amount of more than Notes in excess of $1,000,000 of Notes5,000,000, either by check mailed to such Holders each Holder at its address in the Debt Security Register or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to Debt Security registrar not later than the relevant Interest Payment 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 Holder notifies the Xxxxxxxxx Debt Security 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 becontrary.

Appears in 1 contract

Samples: Supplemental Indenture (Johnson Controls 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 $[ ]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"), 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 “2.25"4.25% Convertible Senior Notes due 20[ ]” 2021" of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased 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 $1,000,000 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 $1,000,000 5,000,000 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 dated not later than 10 calendar days prior to the relevant Interest Payment Datepayment date, by wire transfer in immediately available funds to such Holder’s 's account within the U.S., which application shall remain in effect until the Holder notifies the Xxxxxxxxx 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 Repurchase Date, the Maturity Date or other payment date, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Aegean Marine Petroleum Network 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods Inc)

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 $[ ]Section 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, 2.09, 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 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, without the 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 Supplemental Indenture (the “Initial Notes”) in an unlimited aggregate principal amount; provided that no such Additional Notes shall be payable issued with the same CUSIP number unless they will be fungible with the Initial Notes for United States federal income tax and securities law purposes. Any such Additional Notes shall constitute a single series together with the Initial Notes for 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 shall vote together with the Holders of the Notes as one class. In addition, the Company may, to the extent permitted by law, purchase Notes in U.S. dollars at the Corporate Trust Office and 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 office than the Trustee (including any of the Company’s Agents, Subsidiaries or agency maintained Affiliates), to be surrendered to the Trustee for cancellation in accordance with Section 2.10 of the Original Indenture. Any Notes repurchased by the Company for such purposeor one of its Subsidiaries shall no longer be considered “outstanding” under the Indenture. Interest on Physical Notes will 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 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, either as evidenced by check mailed to their execution of the Notes. In the case of any conflict between any of such Holders ordocuments and the express provisions of the Indenture, upon written application by a Holder to such express provisions of 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 Indenture shall remain in effect until the Holder notifies the Xxxxxxxxx to the contrary in writingcontrol. The Company will shall pay or cause the Trustee or Paying Agent to pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 (ii) to Holders having an aggregate principal amount of Definitive Notes in excess of $5,000,000, either by check mailed to each Interest Payment 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, Fundamental Change Purchase Dateby 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 Maturity Date or other payment date, as Registrar to the case may becontrary.

Appears in 1 contract

Samples: Supplemental Indenture (PDL Biopharma, Inc.)

Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this the Indenture (the “Initial Notes”) is initially limited to $[ ], 230,000,000 except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute 305 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 306 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 Original 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 principles3.05 hereof. The Notes shall be known and designated as the “2.254.50% Convertible Senior Subordinated Notes due 20[ ]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 Maturity Date unless no longer Outstanding because earlier purchased or converted date of this First Supplemental Indenture (the “Initial Notes”) in accordance 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 this Indenturethe Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. The principal amount Form of Physical Notes Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest onon this Note, so long as such Note is a Global Notes in U.S. dollars and 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 NoteSecurities) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Security Registrar in respect of the Notes and its agency in Dallas, Texas as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Security Registrar for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Security Registrar. Interest on the Notes (other than Notes that are Global Securities) 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 these Notes at their address in the 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 Interest Payment 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, Fundamental Change Purchase Dateby 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 Maturity Date or other payment date, as Security Registrar to the case may becontrary.

Appears in 1 contract

Samples: Indenture (Penn Virginia Corp)

Title and Terms; Payments. There is hereby authorized a series of Securities designated the “4.550% Senior Notes due 2047” initially limited in aggregate principal amount to $750,000,000, 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Tyson Foods (Tyson Foods Inc)

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 $[ ]), 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, 2.09, 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 “2.254.75% Convertible Senior Notes due 20[ ]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 HolderHxxxxx’s account within the U.S., which application shall remain in effect until the Holder notifies the Xxxxxxxxx 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 Principal Amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $75,000,000 (or $90,000,000 if the Initial Purchaser exercises its option to purchase additional Notes pursuant to the Purchase Agreement) (the “Initial Notes”) is initially limited to $[ ]), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.05, 2.063.06, 2.093.07, 2.113.08, 3.09, 3.11 or 3.073.12. 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 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 principlesparagraph. The Notes shall be known and designated as the “2.256.50% Convertible Senior Notes due 20[ ]2019” of the Company. The principal amount Principal Amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount 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 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 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.United States, which application shall remain in effect until the Holder notifies the Xxxxxxxxx Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to will pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Noteglobal note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be. Any Notes repurchased by the Company will be retired and no longer outstanding hereunder.

Appears in 1 contract

Samples: Amyris, 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 $[ ]), 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, 2.093.06, 2.113.07, 3.08, 3.10, 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 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 principlesparagraph. The Notes shall be known and designated as the “2.252.000% Convertible Exchangeable Senior Notes due 20[ ]2026” of the CompanyIssuer. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this IndentureDate. The principal amount of Physical Notes shall be payable in U.S. dollars at the office of the Paying Agent, which initially shall be the Corporate Trust Office Office, and at any other office or agency maintained by the Company Issuer 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 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 $1,000,000 5,000,000 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 not later than the relevant Interest Payment DateRegular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within the U.S.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 Xxxxxxxxx Registrar to the contrary in writing. The Company Issuer will pay pay, or cause to be paid through the Trustee or Paying Agent to pay Agent, the principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary The Depository Trust Company or its nominee, as the case may be, as the registered Holder holder of such Global Note, on each Interest Payment Date, Redemption Date, Fundamental Change Purchase Date, the Maturity Repurchase Date or other payment date, as the case may be. Any Notes repurchased by the Issuer or the Guarantor will be retired and no 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 “5.700% Senior Notes due 2034” initially limited in aggregate principal amount to $900,000,000, 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 $[ ], 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, 2.09, 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 be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance shall constitute a single series together 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 Notes for all purposes hereunder, including, without limitation, waivers, amendments and offers 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 principlespurchase. The Notes Form of Note shall be known and designated substantially 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 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will pay or cause the Trustee or Paying Agent to shall pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 designated the Trustee as its Paying Agent and Registrar in respect of the Notes and its agency in New York, on each Interest Payment DateNew York as a place where Notes may be presented for payment or for registration of transfer. The Company may, Fundamental Change Purchase Datehowever, change the Maturity Date Paying Agent or other payment dateRegistrar for the Notes without prior notice to the Holders thereof, and the Company may act as the case may bePaying Agent or Registrar.

Appears in 1 contract

Samples: Supplemental Indenture (Tyson Foods, Inc.)

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 $[ ]section 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, 2.09, 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 then outstanding shall be 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 as the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”) 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 unlimited aggregate principal amount of $1,000,000 or less of amount; provided that, if issued with the same CUSIP number as the Initial Notes, by check mailed such Additional Notes must be fungible with the Initial Notes for United States federal income tax and securities law purposes. Any such Additional Notes shall constitute a single series together with the Initial Notes for 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 shall vote together with the Holders at of the address 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 Register Indenture, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to Holders holding Physical Notes having an aggregate principal amount comply with the rules of more than $1,000,000 any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, either as evidenced by check mailed to such Holders or, upon written application by a Holder to their execution of 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 writingNotes. The Company will shall pay or cause the Trustee or Paying Agent to pay principal of, of and interest on, on any Global Notes in U.S. dollars and 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 (ii) to Holders having an aggregate principal amount of Definitive Notes in excess of $5,000,000, either by check mailed to each Interest Payment 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, Fundamental Change Purchase Dateby 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 Maturity Date or other payment date, as Registrar to the case may becontrary.

Appears in 1 contract

Samples: Supplemental Indenture (PDL Biopharma, Inc.)

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