Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30, 2012 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 2 contracts

Samples: Indenture (Boss Investment LLC), Indenture (Building One Services Corp)

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Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $100,000,000[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 304, 305, 306, 906, 1302 or 1405 1108 and except for Additional Securities1301. The Securities shall be known and designated as the Company's "7 1/2_____% Convertible Junior Trust III Subordinated Debentures Due 2012_____" of issued in connection with the CompanyCash Offer. Their Stated Maturity shall be April 30______________, 2012 and they shall bear interest at the rate of 7 1/2_____% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date [__________, 2001], or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 115, May 115, August 1, 15 and November 115 (each an "Interest Payment Date") of each year, commencing August 1February 15, 19992002, until the principal thereof is paid or made available for payment. Each payment The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall include interest accrued be the date that is 15 days prior to but excluding the Interest Payment Date on which payment is to be made(whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Holders Company may elect to pay such interest by delivery of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal shares of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose Fleetwood Common Stock pursuant to this Section 1002; provided, however, that at 301 if and only if the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address following conditions shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.have been satisfied:

Appears in 2 contracts

Samples: Indenture (Fleetwood Capital Trust Iii), Indenture (Fleetwood Enterprises Inc/De/)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000110,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/210% Convertible Junior Subordinated Debentures Senior Notes Due 20122007" and the Exchange Notes shall be known and designated as the "10% Series B Senior Notes Due 2007" of the Company. Their The Stated Maturity of the Notes shall be April 30August 15, 2012 2007, and they the Notes shall bear interest at the rate of 7 1/210% per annum (providedfrom August 20, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, 15 and August 1, and November 115 in each year, commencing August 1February 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the February 1 or August 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located at 000 Xxxx 00xx Xx., howeverXxx Xxxx, that X.X. 00000-0000, Attention: Corporate Trust) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; PROVIDED that all payments with respect to the Global Note and the Certificated Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 2 contracts

Samples: Indenture (Burke Industries Inc /Ca/), Indenture (Burke Industries Inc /Ca/)

Title and Terms. The aggregate principal amount Principal Amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $100,000,00065,500,000 (subject to increase by up to an additional aggregate principal amount of $16,375,000 in the event the Initial Purchasers exercise the Additional Investment Rights), except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.06, 3053.07, 3063.08 or 9.06. Other than as set forth in the preceding sentence, 906, 1302 or 1405 and except for Additional Securitiesthe Company shall not issue any Securities under this Indenture. The Securities shall be known and designated as the "7 1/25% Convertible Junior Subordinated Debentures Due 2012VARIABLE INTEREST SENIOR CONVERTIBLE NOTES DUE 2011" of the Company. Their Stated Maturity The Principal Amount shall be April 30, 2012 and they shall bear interest payable at the rate of 7 1/2% per annum (providedStated Maturity, that, if or at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after Holder, at the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be madeRedemption Date. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of Principal Amount and premiumaccrued interest and Registration Default Payments, if any, and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XInot have the benefit of a sinking fund. The Securities shall be rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Company will not incur or issue any subordinated in right of payment indebtedness unless such indebtedness is unsecured and subordinated to the prior payment in full in cash or Cash Equivalents of all Obligations Securities on or relating terms no less favorable than those applicable to senior indebtedness which constitutes Designated Senior Indebtedness as provided in Article XIIunder the 2001 Indenture. The Securities shall be convertible constitute "Senior Indebtedness", and the Company hereby designates the Securities as provided "Designated Senior Indebtedness", in Article XIII. The Securities shall be subject to repurchase at each case under the option of the Holder as provided in Article XIV2001 Indenture.

Appears in 2 contracts

Samples: Indenture (Vector Group LTD), Indenture (Vector Group LTD)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $100,000,000[ ] principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 306, 906, 1302 3.06 or 1405 and except for Additional Securities9.06 [or 11.08]. The Securities shall be known and designated as the "7 1/2“[ ]% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due [ ]” of the Company. Their Stated Maturity for payment of principal shall be April 30, 2012 and they [ ]. Interest on the Securities shall bear interest accrue at the rate of 7 1/2[ ]% per annum (providedand shall be payable semiannually in arrears on each [ ] and [ ], that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable commencing [ ] to the principal amount Holders of record of Securities at the close of business on [ ] and [ ], respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall be increased to 121/2% will accrue from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as the case may beif no interest has been paid, payable quarterly from [ ]. Interest on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also will be entitled to receive Special Interest from time to time to computed on the extent provided in the Securitiesbasis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. [The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to XI and the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. Securities.] [The Securities shall be subject to repurchase at the option of the Holder Defeasance and/or Covenant Defeasance as provided in Article XIVXII.]

Appears in 2 contracts

Samples: Senior Indenture (Wynne Systems Inc), Senior Indenture (Wynne Systems Inc)

Title and Terms. (a) The aggregate principal amount of Securities securities which may be authenticated and delivered under this Indenture is limited to $100,000,000110 million (reduced by the Exchanged Amount), except for Securities securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. securities. (b) The Securities Notes shall be known and designated as the "7 1/211% Convertible Junior Subordinated Debentures Notes Due 20122005" of the Company. Their Stated Maturity shall be April 30September 29, 2012 2005, and they shall bear interest at the rate of 7 1/211% per annum (providedfrom September 29, that2000, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on March 29, payable quarterly 2001 and semiannually thereafter on February 1, May 1, August 1, September 29 and November 1, commencing August 1, 1999March 29 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securities. for. (c) The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. . (d) The Securities shall be redeemable as provided in Article XIEleven. (e) If the Company is served with notice of the disqualification of any Holder under Section 105(d) of the Casino Control Act by the Casino Control Commission, such Holder will be prohibited under Section 105(e) of the Casino Control Act from (i) receiving interest on the Securities held by such Holder; (ii) exercising, directly or through any trustee or nominee, any right conferred on such Securities; and (iii) receiving any remuneration in any form from any Person licensed or qualified by the Casino Control Commission (including the Company, the Guarantors and the Trustee) for services rendered or otherwise. The Securities Notwithstanding the foregoing, the Trustee shall be subordinated in right of payment entitled to exercise all rights with respect to the prior payment Securities held by such Holder including, but not limited to, accelerating the Securities (any monies or securities received by the Trustee on behalf of such Holder to be held in full in cash or Cash Equivalents of all Obligations on or relating trust for such Holder pursuant to Senior Indebtedness as provided in Article XIISection 605 hereof). The Securities If the Trustee exercises voting rights with respect to such Securities, such votes shall be convertible cast in the same proportion as provided in Article XIIIthe votes of the other Outstanding Securities are cast on such issue. The Securities A copy of any notice served upon the Company as described above shall be subject promptly delivered by the Company to repurchase at the option Trustee. Any such notice to the Trustee shall be effective against the Trustee on the second Business Day after receipt thereof by a Responsible Officer of the Holder as provided in Article XIVTrustee.

Appears in 2 contracts

Samples: Indenture (Atlantic Coast Entertainment Holdings Inc), Indenture (Atlantic Coast Entertainment Holdings Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this the Indenture is limited to $100,000,000U.S.$450,00,000 (of which U.S.$250,000,000 was issued, authenticated and delivered on April 6, 1999 and U.S.$100,000,000 shall be issued, authenticated and delivered the date hereof), except for Securities Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Additional Notes pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe Indenture. The Securities Additional Notes shall be known and designated as the "7 1/28.625% Convertible Junior Subordinated Debentures Due 2012Senior Notes due June 30, 2009" of the Company. Their Stated Maturity The Additional Notes shall be April mature June 30, 2012 2009 and they shall bear interest at the rate of 7 1/28.625% per annum (providedfrom December 30, that2002, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 30, payable quarterly 2003 and semiannually thereafter on February 1, May 1, August 1, June 30 and November 1, commencing August 1, 1999December 30 in each year and at Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of and of, premium, if any, and interest on the Securities Additional Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities Notes shall be redeemable as provided in Article XIEleven of the Original Indenture. The Securities All references in this First Supplemental Indenture to principal of, premium and interest in respect of Additional Notes shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any, payable in respect thereof as set forth in Section 1008 of the Original Indenture. Additional 8.625% Senior Notes due June 30, 2009 ranking pari passu with the Notes may be created and issued from time to time by the Company without notice or consent to the Holders and shall be subordinated in right consolidated with and form a single series with the Initial Notes and the Additional Notes issued on the date hereof and shall have the same terms as to status, redemption or otherwise as such Notes, provided that, the aggregate principal amount of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Notes, together with any additional 8.625% Senior Indebtedness as provided in Article XII. The Securities Notes due June 30, 2009, issued shall be convertible as no more than U.S.$450,000,000; and provided in Article XIII. The Securities further that, the Company's ability to issue additional 8.625% Senior Notes due June 30, 2009 shall be subject to repurchase at the option Company's compliance with Section 1011 of the Holder as provided in Article XIVOriginal Indenture. Any additional 8.625% Senior Notes due June 30, 2009 shall be issued with the benefit of an indenture supplemental to the Indenture.

Appears in 2 contracts

Samples: Indenture (Tembec Industries Inc), First Supplemental Indenture (Tembec Industries Inc)

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $100,000,000[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 304, 305, 306, 906, 1302 or 1405 1108 and except for Additional Securities1301. The Securities shall be known and designated as the Company's "7 1/2[____]% Convertible Junior Trust II Subordinated Debentures Due 2012[_______]" of issued in connection with the CompanyExchange Offer. Their Stated Maturity shall be April 30[___________, 2012 _____], and they shall bear interest at the rate of 7 1/2[___]% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date [___________, 2002], or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 115, May 115, August 1, 15 and November 115 (each an "Interest Payment Date") of each year, commencing August 1February 15, 19992002, until the principal thereof is paid or made available for payment. Each payment The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall include interest accrued be the date that is 15 days prior to but excluding the Interest Payment Date on which payment is to be made(whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Holders Company may elect to pay such interest by delivery of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal shares of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose Fleetwood Common Stock pursuant to this Section 1002; provided, however, that at 301 if and only if the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address following conditions shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.have been satisfied:

Appears in 2 contracts

Samples: Indenture (Fleetwood Capital Trust Iii), Indenture (Fleetwood Enterprises Inc/De/)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000200,000,000 principal amount, of which $130,000,000 will be issued on the Issue Date, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 906, 1302 9.6 or 1405 and except for Additional Securities11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "7 1/29 3/4% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2009" of the Company. Their Stated Maturity for payment of principal shall be April 30January 15, 2012 and they 2009. Interest on the Securities shall bear interest accrue at the rate of 7 1/29 3/4% per annum (providedand shall be payable semi-annually on each January 15 and July 15, thatcommencing July 15, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline1999, the interest rate 30 applicable to the principal amount Holders of record of Securities at the close of business on the January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Interest on the Securities shall be increased to 121/2% will accrue from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as if no interest has been paid, from the case may be, payable quarterly Issue Date of such Securities. Interest will be computed on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment basis of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders a 360-day year comprised of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securitiestwelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Trustee in the Borough of Manhattan, The City of New York or such other office maintained by the Trustee for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or an Asset Sale Offer as provided in Section 10.14. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to XI and the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIISecurities. The Securities shall be subject to repurchase at the option of the Holder Defeasance and/or Covenant Defeasance as provided in Article XIVXII.

Appears in 2 contracts

Samples: Indenture (Group Maintenance America Corp), Indenture (Group Maintenance America Corp)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the same series as the Notes and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe terms of the Note Purchase Agreement. The Securities Notes shall be known and designated as the "7 1/2“1.00% Convertible Junior Subordinated Debentures Due 2012" Exchangeable Notes due 2018” of the CompanyIssuers. Their The Stated Maturity of the Notes shall be April 30June 1, 2012 2018, and they the Notes shall bear interest at the rate of 7 1/21.00% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adoptedof their issuance, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as payable on June 1 and December 1 in each year commencing on the case may be, payable quarterly on February 1, May 1, August 1, first June 1 or December 1 to occur after the Notes have been issued and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed or wire transfer to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the trustee maintained for such purpose. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven and exchangeable as provided in Article Thirteen. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Appears in 2 contracts

Samples: Note Purchase Agreement (Sprint Nextel Corp), Note Purchase Agreement (Clearwire Corp /DE)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“6.000% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2027” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30January 15, 2012 2027, and they the Notes shall bear interest at the rate of 7 1/26.000% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on July 15, payable quarterly 2020 and semi-annually thereafter in arrears on February 1, May 1, August 1, January 15 and November 1, commencing August 1, 1999July 15 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the January 1 and July 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company Issuer maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 2 contracts

Samples: Indenture (Mr. Cooper Group Inc.), Indenture (Mr. Cooper Group Inc.)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $100,000,000300,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9068.5, 1302 11.8, 12.2 or 1405 and except for Additional Securities14.3(6). The Securities shall be known and designated as the "7 1/26% Convertible Junior Subordinated Debentures Due 2012Notes due December 15, 2003" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2003 and they shall bear interest on their principal amount from December 18, 1996, payable semi-annually in arrears on June 15 and December 15 in each year, commencing June 15, 1997, at the rate of 7 1/26% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment due and at the rate of interest shall include interest accrued to but excluding the Interest Payment Date 6% per annum on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in the SecuritiesSection 1.12. The principal of and of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of such places as are identified in the Company maintained for such purpose Notice given pursuant to Section 1002; provided, however, that 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 10.12. The Securities shall be redeemable at the option of the Company payment of interest at any time on or after December 16, 1999, in cash may be made by check mailed to the address of the Person entitled thereto whole or in part, as such address shall appear provided in Article XI and in the Security Registerform of Securities set forth in Section 2.2. The Securities shall be redeemable convertible as provided in Article XIXII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible of the Company as provided in Article XIII. The Securities shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIV.

Appears in 2 contracts

Samples: Indenture (Cirrus Logic Inc), Indenture (Cirrus Logic Inc)

Title and Terms. (a) The aggregate principal amount of Securities securities which may be authenticated and delivered under this Indenture is limited to $100,000,000110 million, except for Securities securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. securities. (b) The Securities Notes shall be known and designated as the "7 1/211% Convertible Junior Subordinated Debentures Notes Due 20122005" of the Company. Their Stated Maturity shall be April 30September 29, 2012 2005, and they shall bear interest at the rate of 7 1/211% per annum (providedfrom September 29, that2000, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on March 29, payable quarterly 2001 and semiannually thereafter on February 1, May 1, August 1, September 29 and November 1, commencing August 1, 1999March 29 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securities. for. (c) The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. . (d) The Securities shall be redeemable as provided in Article XIEleven. (e) If the Company is served with notice of the disqualification of any Holder under Section 105(d) of the Casino Control Act by the Casino Control Commission, such Holder will be prohibited under Section 105(e) of the Casino Control Act from (a) receiving interest on the Securities held by such Holder, (b) exercising, directly or through any trustee or nominee, any right conferred on such Securities, and (c) receiving any remuneration in any form from any Person licensed or qualified by the Casino Control Commission (including the Company, the Guarantors and the Trustee) for services rendered or otherwise. The Securities Notwithstanding the foregoing, the Trustee shall be subordinated in right of payment entitled to exercise all rights with respect to the prior payment Securities held by such Holder including, but not limited to, accelerating the Securities (any monies or securities received by the Trustee on behalf of such Holder to be held in full in cash or Cash Equivalents of all Obligations on or relating trust for such Holder pursuant to Senior Indebtedness as provided in Article XIISection 605 hereof). The Securities If the Trustee exercises voting rights with respect to such Securities, such votes shall be convertible cast in the same proportion as provided in Article XIIIthe votes of the other Outstanding Securities are cast on such issue. The Securities A copy of any notice served upon the Company as described above shall be subject promptly delivered by the Company to repurchase at the option Trustee. Any such notice to the Trustee shall be effective against the Trustee on the second Business Day after receipt thereof by a Responsible Officer of the Holder as provided in Article XIVTrustee.

Appears in 2 contracts

Samples: Indenture (Gb Property Funding Corp), Indenture (Gb Property Funding Corp)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304SECTION 3.4, 3053.5, 3063.6, 9068.5, 1302 10.8, 11.2 or 1405 and except for Additional Securities13.3(e). The Securities shall be known and designated as the "7 1/26.25% Convertible Junior Subordinated Debentures Due 2012Notes due December 1, 2004" of the Company. Their Stated Maturity shall be April 30December 1, 2012 2004 and they shall bear interest on their principal amount from December 6, 1999, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15, 2000, at the rate of 7 1/26.25% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding due and at the Interest Payment Date rate then in effect on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in the SecuritiesSECTION 1.12. The principal of and of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of such places as are identified in the Company maintained for such purpose Notice given pursuant to Section 1002; provided, however, that at SECTION 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the option benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto Liquidated Damages as such address shall appear provided in the Security RegisterRegistration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in Article XIARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XII. The Securities shall be convertible as provided in Article XIIIARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIVARTICLE THIRTEEN.

Appears in 2 contracts

Samples: Indenture (Etoys Inc), Indenture (Etoys Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“8.875% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2024” of the CompanyCo-Issuers. Their The Stated Maturity of the Notes shall be April 30November 15, 2012 2024, and they the Notes shall bear interest at the rate of 7 1/28.875% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semi-annually on May 15 and November 15 in each year beginning May 15, payable quarterly on February 1, May 1, August 12017, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on May 1 and November 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Telesat Holdings Inc.)

Title and Terms. The (a) Subject to Section 3.03, the Trustee shall authenticate Original Securities for original issue on the date of this Indenture in the aggregate principal amount of Securities which may be authenticated and delivered under $235,000,000. With respect to any securities issued after the date of this Indenture is limited to $100,000,000, (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Original Securities pursuant to this Indenture), there shall be established in or pursuant to a resolution of the Board of Directors of the Company, and subject to Section 3043.03, 305set forth, 306or determined in the manner provided in an Officers’ Certificate, 906or established in one or more indentures supplemental hereto, 1302 or 1405 and except for prior to the issuance of such Securities (“Additional Securities”): (i) the aggregate principal amount of such Additional Securities that may be authenticated and delivered under this Indenture; (ii) the issue price and issuance date of such Additional Securities that may be authenticated and delivered under this Indenture; and (iii) that such Additional Securities shall be issuable in the same form as the then Outstanding Securities and having the same terms (other than with respect to transfer restrictions and registration rights) as the then Outstanding Securities and the same depositaries and may further have the benefit of being entitled to rights of exchange for Series B 10% Second Priority Senior Secured Notes due 2012 to the extent legally permissible, in all material respects. The aggregate amount of Securities (including any Additional Securities) that may be issued or incurred under this Indenture shall be limited to those issued on the Issue Date and those issued or incurred from time to time under clause (b) of the second paragraph of Section 10.08 or under the first paragraph of Section 10.08, in each case in accordance with the limitations set forth in clause (b) or (d) of the definition of Permitted Liens; provided, however, not less than 75% of the Net Cash Proceeds from any such issuance of Additional Securities shall be invested in additional assets, which shall constitute Collateral for the Securities. (b) The Original Securities shall be known and designated as the "7 1/2“10% Convertible Junior Subordinated Debentures Due Second Priority Senior Secured Notes due 2012" ” and the Exchange Securities shall be known and designated as the “Series B 10% Second Priority Senior Secured Notes due 2012”, in each case, of the Company. Their The Stated Maturity shall be April 30, 2012 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2June 15, 2012. The Securities shall bear interest at a rate of 10% per annum from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Issue Date or from and including the most recent Interest Payment Date to which interest has been paid in cash or duly provided for, as the case may be, payable quarterly semi-annually on February 1each Interest Payment Date commencing on December 15, May 12004, August 1, and November 1, commencing August 1, 1999to the Holders of record of the Securities on the immediately preceding Regular Record Date, until the principal thereof is paid or made available for payment. Each Interest on the Securities shall be calculated in accordance with Section 3.11(a). Original Securities shall be subject to payment of interest shall include interest accrued to but excluding Liquidated Damages, if any, as set forth in the Registration Rights Agreement. Liquidated Damages, if any, so payable, and punctually paid or duly provided for in respect of any Security, on any Interest Payment Date on which payment is to shall, as provided in this Indenture and the Registration Rights Agreement, be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time paid in cash in arrears to the extent Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date, immediately preceding such Interest Payment Date. Accrued Liquidated Damages, if any, shall be computed as provided in the Securities. Section 3.11(b). (c) The principal of (and premium, if any, ) and interest (and Liquidated Damages, if any), on the Securities shall be payable at the Corporate Trust Office or at the office or agency of the Company in the City and State of New York maintained for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company payment of interest in cash and Liquidated Damages, if any, may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment Notwithstanding the foregoing, if a Holder has given wire transfer instructions to the prior payment Company, the Company shall pay all principal, interest, premium, if any, and Liquidated Damages, if any, on that Holder’s Securities in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. accordance with those instructions. (d) The Securities shall be subject to repurchase by the Company pursuant to an offer to purchase the Securities as provided in Sections 10.13 and 10.15. (e) The Securities shall be redeemable at the option of the Holder Company as provided in Article XI. (f) The Securities shall be subject to defeasance at the option of the Company as provided in Article XII. (g) The Company’s Obligations under the Securities and the Indenture shall be guaranteed by the Guarantors as provided in Article XIV. (h) The Company’s and the Guarantors’ Securities Obligations shall be secured as provided in the Collateral Documents, the Intercreditor Agreement and Article XIII.

Appears in 1 contract

Samples: Indenture (Texas Unwired)

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which Cdn$460,000,000 is limited to $100,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 906516, 1302 908, 1108 or 1405 and except for Additional Securities1111. The Initial Securities shall be known and designated as the "7 1/27.625% Convertible Junior Subordinated Debentures Due 2012Senior (Secured) Notes due 2011" and the Exchange Securities shall be known and designated as the "7.625% Exchange Senior (Secured) Notes due 2011", in each case, of the Company. Their The Stated Maturity of the Securities shall be April 30December 15, 2012 2011 and they shall bear interest at the rate of 7 1/27.625% per annum (providedfrom November 30, that2004, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 15, payable quarterly on February 1, May 1, August 12005, and November 1, commencing August 1, 1999semi-annually thereafter on June 15 and December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York or elsewhere, and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least Cdn$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article XIEleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be subordinated in right issued with the benefit of payment an indenture supplemental to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVthis Indenture.

Appears in 1 contract

Samples: Indenture (Rogers Wireless Inc)

Title and Terms. The On the Issue Date, the Trustee shall authenticate and deliver U.S.$700,000,000 aggregate principal amount of Securities which 5.375% Notes due 2027. The Issuer may be authenticated from time to time, without the consent of the Holders of the Notes, create and delivered under this Indenture is limited to $100,000,000issue additional Notes having the same terms and conditions as the Notes in all respects, except for Securities authenticated issue date, issue price and delivered upon registration the first payment of transfer ofinterest thereon; provided, however, that unless such Additional Notes are issued under separate CUSIP number, either such Additional Notes are part of the same “issue” for U.S. federal income tax purposes or in exchange for, or in lieu of, other Securities are issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 a “qualified reopening” for U.S. federal income tax purposes. Additional Notes issued shall be consolidated with and except shall form a single series with the previously issued Notes for Additional Securitiesall purposes hereof. The Securities Notes shall be known and designated as the "7 1/2“5.375% Convertible Junior Subordinated Debentures Due 2012" Notes due 2027” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 30May 4, 2012 and they 2027. The Notes shall bear interest at the rate of 7 1/25.375% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date May 4, 2017 or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually in arrears on February 1, May 1, August 1, 4 and November 14, commencing August 1November 4, 19992017, until the principal thereof is paid or made available for payment. Each In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest (and Additional Amounts, if any) shall be payable pursuant to the second paragraph of this Section 3.1 on such overdue principal (and premium, if any), such interest shall include be payable on demand and, if not so paid on demand, such interest accrued shall itself bear interest at the rate per annum stated in the form of security contained herein plus 1% per annum (to but excluding the Interest Payment Date extent that the payment of such interest shall be legally enforceable), and shall accrue from the date such principal and/or premium, as the case may be, was due and payable to the date payment of such interest (and Additional Amounts, if any) has been made or duly provided for, and such interest on which payment is to be made. The Holders of the Securities unpaid interest shall also be entitled to receive Special Interest from time to time to the extent provided in the Securitiespayable on demand. The principal of and premium, if any, and interest on the Securities Notes shall be payable at the Corporate Trust Office, the office of the Paying Agents and at any other office or agency of maintained by the Company maintained Issuer for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company Issuer upon five (5) Business Days’ notice to the applicable Paying Agent, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Note Register. The Securities Notes shall be redeemable or repurchasable as provided in Article XI. The Securities Notes shall not have the benefit of any sinking fund obligations. The Notes shall be subordinated in right subject to defeasance at the option of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Issuer as provided in Article XII. The Securities Unless the context otherwise requires, the Notes shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers or redemptions

Appears in 1 contract

Samples: Indenture (VM Holding S.A.)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“6.500% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2028” of the Company. Their The Stated Maturity of the Notes shall be April 30July 18, 2012 2028, and they the Notes shall bear interest at the rate of 7 1/26.500% per annum (providedfrom July 18, that2023, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly semi-annually on February 1, May 1, August 1, January 18 and November 1July 18 of each year, commencing August 1on January 18, 19992024 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on January 3 and July 3 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000200,000,000 in principal amount of Securities plus any Exchange Notes which may be issued upon consummation of an Exchange Offer, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1302 1009, 1014 or 1405 and except for Additional Securities1108 hereof. The Securities shall be known and designated as the "7 1/29 1/4% Convertible Junior Subordinated Debentures Due 2012Senior Secured Notes due 2007" of the Company. Their The Stated Maturity shall be April 30, 2012 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2June 15, 2007, and the Securities shall each bear interest at the rate of 9 1/4% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Closing Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may be, payable quarterly on February 1December 15, May 1, August 11997 and semiannually thereafter on June 15, and November 1December 15, commencing August 1, 1999in each year, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of and of, premium, if any, interest and Liquidated Damages, if any, on the U.S. Global Security shall be payable to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the U.S. Global Security represented thereby. The principal of, premium, if any, interest and Liquidated Damages, if any, on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company payment of interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable as provided in Article XIEleven. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities shall be subordinated issuable only in right fully registered form without coupons and only in denominations of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV$1,000 and any integral multiple thereof.

Appears in 1 contract

Samples: Indenture (Pioneer East Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, 100,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3042.5, 3052.7, 3062.9, 9068.6, 1302 9.15, 9.16 or 1405 and except for Additional Securities10.8 hereof. The Securities shall be known and designated as the "7 1/28 3/4% Convertible Junior Series A Senior Subordinated Debentures Due 2012Notes due 2007" and the "8 3/4% Series B Senior Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be April 30May 15, 2012 2007, and they shall bear interest at the rate of 7 1/28 3/4% per annum (providedfrom May 22, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on May 15 and November 15 in each year, payable quarterly on February 1commencing November 15, May 1, August 11997, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the City of New York; provided, however, that interest may be paid, at the option of the Company payment of interest in cash may be made Company, by check mailed to the address of the Person Persons entitled thereto at their respective addresses as shown on the Security Register or, upon application to the Trustee by any Holder of an aggregate principal amount of Securities in excess of $500,000 not later than the applicable Regular Record Date, by transfer to an account (such address shall appear transfer to be made only to a Holder of an aggregate principal amount of Securities in excess of $500,000) maintained by such Holder with a bank in the Security RegisterCity of New York. No transfer will be made to any such account unless the Trustee has received written wire instructions not less than 15 days prior to the relevant payment date. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIX hereof. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVXI hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XII hereof.

Appears in 1 contract

Samples: Indenture (Pogo Producing Co)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000-, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sectxxx 000, 305000, 306000, 906000, 1302 or 1405 and except for Additional Securities000 xx 0000. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012-% Debt Securities due 20-" of the CompanyIssuer. Their Stated Maturity shall be April 30-, 2012 20- and they each Security shall bear interest at the rate of 7 1/2% -% per annum annum, from -, 2001 (providedunless such Security is originally issued on or after an Interest Payment Date for another Security, that, if in which case from the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable most recent Interest Payment Date for another Security that falls on or prior to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the original issue date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date such Security) or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forfor on such Security, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, - and November 1- , commencing August 1- , 19992001 (unless such Security is originally issued on or after an Interest Payment Date for another Security, in which case commencing on the first Interest Payment Date following the original issue date for such Security), until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Issuer in the Borough of Manhattan, The City of New York, New York, maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Issuer for such purpose; providedPROVIDED, howeverHOWEVER, that at the option of the Company Issuer payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositary. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Issuer as provided in Article XIVTwelve.

Appears in 1 contract

Samples: Indenture (Lexmark International Inc /Ky/)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $100,000,00075,000,000 (or $100,000,000 if the Initial Purchaser Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered upon registration of transfer ofpursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 previously authenticated and except for Additional Securitiesdelivered under this Indenture. The Securities shall be known and designated as the "7 1/25.00% Convertible Junior Subordinated Debentures Due 2012Senior Notes due November 15, 2006" of the Company. Their Stated Maturity shall be April 30November 15, 2012 2006 and they shall bear interest on their principal amount from November 27, 2001, payable semi-annually in arrears on May 15 and November 15 in each year, commencing May 15, 2002, at the rate of 7 1/25.00% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment due and at the rate of interest shall include interest accrued to but excluding the Interest Payment Date 5.00% per annum on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in the SecuritiesSection 1.12. The principal of and of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of such places as are identified in the Company maintained for such purpose Notice given pursuant to Section 1002; provided, however, that 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company payment of interest at any time on or after November 15, 2004, in cash may be made by check mailed whole or in part, subject to the address of the Person entitled thereto conditions and as such address shall appear in the Security Register. The Securities shall be redeemable as otherwise provided in Article XI. The Securities shall be subordinated XI and in right the form of payment to the prior payment Security set forth in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIISection 2.2. The Securities shall be convertible as provided in Article XIIIXII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIVXIII.

Appears in 1 contract

Samples: Indenture (Anadigics Inc)

Title and Terms. The aggregate principal amount of Securities 2004 Notes and 2007 Notes which may be authenticated and delivered under this Indenture is limited to and Outstanding at any time may not exceed $100,000,000100,000,000 and $120,000,000, respectively, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities 2004 Notes or 2007 Notes pursuant to Section Sections 304, 305, 306, 309 or 906, 1302 or 1405 and except for Additional Securities. The Securities 2004 Notes and the 2007 Notes shall each be issued in a single series, known and designated, respectively, as the __% Subordinated Notes due 2004, and the __% Subordinated Notes due 2007. The Stated Maturity for the payment of principal of (a) the 2004 Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30_______, 2012 and they 2004, which Notes shall bear interest at the a rate of 7 1/2____% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, as the case may bepayable semiannually on ___ __ and ______ __ of each year (commencing ____ __, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, 1997) until the principal thereof is paid or made available for payment. Each payment of duly provided for, and (b) the 2007 Notes shall be ______________, 2007, which Notes shall bear interest shall include interest accrued to but excluding at __% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, payable semiannually on which payment ___ __ and ______ __ of each year (commencing ____ __, 1997) until the principal thereof is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent paid or duly provided in the Securitiesfor. The principal of and premium, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; providedPROVIDED, howeverHOWEVER, that interest may be payable at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person person entitled thereto as such address shall appear in on the Security Note Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Indenture (Bank United Corp)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906, 1302 1012, 1015 or 1405 and except for Additional Securities1108. The Securities shall be known and designated as the "7 1/2___% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2007" of the Company. Their The Stated Maturity of the Securities shall be April 30______ 1, 2012 2007, and they the Securities shall each bear interest at the rate of 7 1/2___% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date ___________, 1997, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly semiannually on February ______ 1 and ______ 1 in each year, commencing _______ 1, May 1, August 1, and November 1, commencing August 1, 19991997, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securitieslawful) or premium, if any, shall be payable on demand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities will be exchangeable and transferable at the an office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002purposes; provided, however, that payment of interest may be made at the option of the Company payment of interest in cash may be made by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article XIEleven and in the Securities. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIIThirteen. The At the election of the Company, the entire Indebtedness on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be convertible defeased as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFour.

Appears in 1 contract

Samples: Indenture (Titan Wheel International Inc)

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000330,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1012, 1013 or 1405 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $100 million aggregate principal amount of Additional Securities having identical terms and except for conditions to the Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the "7 1/29 1/4% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2008" of and the Company. Exchange Securities shall be known and designated as the "9 1/4% Exchange Senior Subordinated Notes due 2008." Their Stated Maturity shall be April 3015, 2012 2008, and they shall bear interest at the rate of 7 1/29 1/4% per annum (providedfrom April 28, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, April 15 and November 1October 15 in each year, commencing August 1October 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Security (or any predecessor Security) is registered at the close of interest shall include interest accrued to but excluding business on the April 1 or October 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes, however(which initially shall be the office of the Trustee located at One State Street, that New York, NY 10004) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register; provided that all payments with respect to the U.S. Global -------- Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Indenture (Breed Technologies Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000___________, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 906 or 1405 and except for Additional Securities1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the "7 1/2___% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2009" of the Company. Their The Stated Maturity of the Securities shall be April 30June ___, 2012 and they 2009. The Securities shall bear interest at the rate of 7 1/2___% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date June ___, 1999 or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June ___ and November 1December ___, commencing August 1December ___, 1999, until the principal thereof is paid or made available for payment. Each In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall include be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest accrued shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to but excluding the Interest Payment Date extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on which payment is to be made. The Holders of the Securities unpaid interest shall also be entitled to receive Special Interest from time to time payable on demand. If this Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be made in immediately available funds to the extent provided Depositary. If the Securities are issued in certificated form, the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office or agency of the Company Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVTwelve.

Appears in 1 contract

Samples: Indenture (Nextlink Communications Inc / De)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $100,000,000400,000,000 (or $500,000,000 if the Over-allotment Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered upon registration of transfer ofpursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 previously authenticated and except for Additional Securitiesdelivered under this Indenture. The Securities shall be known and designated as the "7 1/24.75% Convertible Junior Subordinated Debentures Due 2012Notes due July 1, 2007" of the Company. Their Stated Maturity shall be April 30July 1, 2012 2007 and they shall bear interest on their principal amount from July 3, 2000, payable semi-annually in arrears on July 1 and January 1 in each year, commencing January 1, 2001, at the rate of 7 1/24.75% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment due and at the rate of interest shall include interest accrued to but excluding the Interest Payment Date 4.75% per annum on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in the SecuritiesSection 1.12. The principal of and of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of such places as are identified in the Company maintained for such purpose Notice given pursuant to Section 1002; provided, however, that 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company payment of interest at any time on or after July 1, 2003, in cash may be made by check mailed whole or in part, subject to the address of the Person entitled thereto conditions and as such address shall appear otherwise provided in Article XI and in the form of Security Registerset forth in Section 2.2. The Securities shall be redeemable convertible as provided in Article XIXII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible Company as provided in Article XIII. The Securities shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIV.

Appears in 1 contract

Samples: Indenture (Mercury Interactive Corporation)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000U.S.$150,000,000, except for Securities authenticated authenti- cated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9068.5, 1302 11.8, 12.2 or 1405 and except for Additional Securities14.2(f). The Securities shall be known and designated as the "7 4-1/2% Convertible Junior Subordinated Debentures Due 2012Notes due June 1, 2001" of the Company. Their Stated Maturity shall be April 30June 1, 2012 2001 and they shall bear interest on their principal amount from June 5, 1996, payable semi-annually in arrears on June 1 and December 1 in each year, commencing December 1, 1996, at the rate of 7 4-1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment due and at the rate of interest shall include interest accrued to but excluding the Interest Payment Date 4-1/2% per annum on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on Business Days as provided in the SecuritiesSection 1.12. The principal of and of, premium, if any, and interest on the Securities shall be payable at as provided in the office or agency forms of Securities and coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities are entitled to the Company maintained for such purpose pursuant benefits of a Registration Rights Agreement as provided by Section 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 1002; provided, however, that 10.12. The Securities shall be redeemable at the option of the Company payment of interest at any time on or after June 1, 1999, in cash may be made by check mailed to whole or in part, and at the address of the Person entitled thereto as such address shall appear Company's option or otherwise in the Security Registerevent of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of Securities set forth in Section 2.2. The Securities shall be redeemable convertible as provided in Article XITwelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness of the Company as provided in Article XII. The Securities shall be convertible as provided in Article XIIIThirteen. The Securities shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIVFourteen.

Appears in 1 contract

Samples: Indenture (United Waste Systems Inc)

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $100,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306308, 906516, 1302 908, 1016, 1108 or 1405 and except for Additional Securities1111. The Initial Securities shall be known and designated as the "7 1/2“7.875% Convertible Junior Subordinated Debentures Due Senior (Secured) Second Priority Notes due 2012" ” and the Exchange Securities shall be known and designated as the “7.875% Exchange Senior (Secured) Second Priority Notes due 2012”, in each case, of the Company. Their The Stated Maturity of the Securities shall be April 30May 1, 2012 and they shall bear interest at the rate of 7 1/27.875% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date April 30, 2002, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 19992002 and semi-annually thereafter on May 1 and November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article XIEleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be subordinated in right of payment consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the prior payment in full in cash or Cash Equivalents of all Obligations on or relating Securities originally issued, provided that the Company’s ability to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The issue Additional Securities shall be subject to repurchase at the option Company’s compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of the Holder as provided in Article XIVan indenture supplemental to this Indenture.

Appears in 1 contract

Samples: Indenture (Rogers Communications Inc)

Title and Terms. The (a) Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited unlimited. The Company may from time to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities time issue Additional Notes pursuant to a Board Resolution and subject to Section 304, 305, 306, 906, 1302 or 1405 and except for 312. (b) The Notes (including Additional Securities. The Securities Notes) shall be known and designated as the "7 1/2“7% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2019” of the Company. Their Stated Maturity shall be April 30, 2012 The terms and they shall bear interest at provisions contained in the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount form of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, Notes annexed as the case may be, payable quarterly on February 1, May 1, August 1Exhibit A constitute, and November 1are hereby expressly made, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders a part of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. Indenture. (c) The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company in The City of New York, New York, maintained for such purpose pursuant to Section 1002or at any other office or agency maintained by the Company for such purpose (which shall initially be an office or agency of the Trustee); provided, however, that at the option of the Company payment of interest in cash may be made paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterNote Register or (2) by wire transfer to an account located in the United States maintained by the payee. (d) Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Section 1013. (e) The Notes shall be redeemable as provided in Article XI. Eleven and in the Notes. (f) The Securities shall be subordinated in right due and punctual payment of payment principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents extent set forth herein, by each of all Obligations on or relating to Senior Indebtedness as provided in Article XII. the Notes Guarantors. (g) The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVThirteen. (h) The Notes do not have the benefit of any sinking fund obligation. (i) Unless the context otherwise requires, the Original Notes and the Additional Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.

Appears in 1 contract

Samples: Indenture (Sanmina-Sci Corp)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000160,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1302 1012, 1014 or 1405 and except for Additional Securities1108. The Securities shall be known and designated as the "7 1/213% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2005" of the Company. Their The Stated Maturity of the Securities shall be April 30May 1, 2012 2005, and they the Securities shall each bear interest at the rate of 7 1/213% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the as such interest rate 30 applicable to may be adjusted as set forth in the principal amount of the Securities shall be increased to 121/2% Securities, from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adoptedof issuance, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly semiannually on February 1, May 1, August 1, 1 and November 1, in each year, commencing August November 1, 19991998, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in lawful) or premium, if any, shall be payable on demand. Payment of the Securities. The principal of and of, premium, if any, and interest on on, the Securities shall and exchange or registration of transfer of the Securities will be payable made at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxxxxxx, howeverXxx Xxxx, that Xxx Xxxx 00000), or at such other office or agency as may be maintained for such purpose, or, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register, and provided, that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all Global Securities and all other Securities the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent prior to the related record date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article XIEleven and in the Securities. The At the election of the Company, the entire Indebtedness on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness defeased as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFour.

Appears in 1 contract

Samples: Indenture (Bell Technology Group LTD)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1010 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2% Convertible Junior “8½% Senior Subordinated Debentures Due 2012" Notes due 2015” of the Company. Their The Stated Maturity of the Notes shall be April 30February 1, 2012 2015, and they shall bear interest at the rate of 7 1/2% 8½% per annum (providedannum, that, if which rate may be increased in the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable event of a Registration Default pursuant to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)Registration Rights Agreement, from and including the Original Issuance Date January 31, 2005, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, 2005 and November 1semi-annually thereafter on February 1 and August 1 in each year, commencing August 1, 1999until the principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the January 15 or July 15 next preceding such interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securitieslawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any, ) and interest and Special Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the Security Registername of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven and in the Notes. The Securities Indebtedness evidenced by the Notes shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIIFourteen. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Accuride Corp)

Title and Terms. The Notes shall be issued in one series and shall be known and designated as the "61/2% Senior Notes due 2012" of the Company. The aggregate principal amount of Securities which the Notes that may initially be authenticated and delivered under this Fourth Supplemental Indenture is limited to $100,000,000600,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 906, 1302 306 or 1405 and except for Additional Securities906 of the Existing Indenture or Article Two of this Fourth Supplemental Indenture. The Securities Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes and the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity of the Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due June 1, 2012" of the Company. Their Stated Maturity shall be April 30, 2012 and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Fourth Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate option of 7 1/2% per annum (provided, that, if a Holder thereof. The Notes shall be redeemable at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forCompany, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid a whole or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to in part at the extent provided times and at the prices specified in the Securitiesform of Note set forth in Section 2.3 of this Fourth Supplemental Indenture. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option defeasance and discharge provisions of Section 1302 of the Holder Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Notes, as provided in this Fourth Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this Fourth Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the covenants set forth in Article XIVThree of this Fourth Supplemental Indenture, in addition to the covenants set forth in Article Ten of the Existing Indenture. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Existing Indenture.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Tenet Healthcare Corp)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesunlimited. The Securities shall be known and designated as the "7 1/2[ ]% Convertible Junior Subordinated Debentures Due 2012Notes due 2006" of the Company. Their Stated Maturity shall be April 30[ ], 2012 2006 and they shall bear interest on their principal amount from [ ], 1999, payable semi-annually in arrears on [ ] and [ ] in each year, commencing [ ], 2000, at the rate of 7 1/2[ ]% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment due and at the rate of interest shall include interest accrued to but excluding the Interest Payment Date [ ]% per annum on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in the SecuritiesSection 1.13. The principal of and of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of such places as are identified in the Company maintained for such purpose Notice given pursuant to Section 1002; provided, however, that 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company payment of interest at any time on or after [ ] 2002, in cash may be made by check mailed whole or in part, subject to the address of the Person entitled thereto conditions and as such address shall appear otherwise provided in Article XI and in the form of Security Registerset forth in Section 2.2. The Securities shall be redeemable subject to repurchase by the Company at the option of the Holders as provided in Article XIXII. The Securities shall be subordinated in right of payment to Senior Debt of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XIIXIII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option XIV (any city in which any Conversion Agent is located being herein called a "Place of the Holder as provided in Article XIVConversion").

Appears in 1 contract

Samples: Indenture (Advanced Energy Industries Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“5.750% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2031” of the CompanyIssuers. Their The Stated Maturity of the Notes shall be April 30October 1, 2012 2031, and they the Notes shall bear interest at the rate of 7 1/25.750% per annum (providedfrom July 18, that2024, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forfor on the Notes. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, as the case may be, payable quarterly commencing on February April 1, May 1, August 1, 2025 and November 1, commencing August 1, 1999at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on March 15 and September 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Issuers to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuers is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

Title and Terms. (a) The aggregate principal amount number of Securities CVI Certificates which may be authenticated and delivered under this Indenture Agreement is limited to $100,000,000the number of Seller Common Units issued and outstanding immediately prior to the consummation of the purchase and sale contemplated by Section 1.1 of the Purchase Agreement, except for Securities CVIs authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities CVIs pursuant to Section 3043.04, 3053.05, 306, 906, 1302 3.06 or 1405 and except for Additional Securities. 6.06. (b) The Securities CVIs shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" “Contingent Value Interests” of the Company. Their Stated Maturity Partnership and the Holders shall be April 30have no rights except for those explicitly provided for herein and shall not, 2012 by virtue of their ownership of CVIs have any of the rights of a unitholder of the Partnership. (c) Subject to adjustment pursuant to Section 3.01(f) and they shall bear interest at to the rate occurrence of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadlinean Automatic Extinguishment Event, the interest rate 30 applicable Partnership shall deliver to the principal amount of Holder thereof with respect to each CVI held by such Holder on the Securities shall be increased to 121/2% from and after Maturity Date, CVI Consideration in the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be madeform described below. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premiumCVI Consideration, if any, and interest on the Securities shall be payable at satisfied by delivery by the office or agency Partnership of a number of Partnership Common Units having a value equal to the Company maintained for such purpose pursuant to Section 1002CVI Consideration; provided, however, that the Partnership shall deliver cash to satisfy its obligation to deliver the CVI Consideration instead of Partnership Common Units if (x) the Partnership gives notice to the Trustee at least 10 days prior to the commencement of the Averaging Period that the Group Partnerships have committed to deliver cash to the Partnership in an amount sufficient to satisfy the aggregate CVI Consideration deliverable by the Partnership with respect to all CVIs at the option Maturity Date, or (y) at the time of issuance thereof, such Partnership Common Units would not be (A) duly authorized, validly issued, fully paid and non-assessable (other than as such non-assessability may be affected by Section 17-607 or Section 17-804 of the Company Delaware Revised Uniform Limited Partnership Act or the Limited Partnership Agreement of the Partnership), g(B) issued in compliance with any preemptive rights or rights of first refusal, (C) authorized for listing on the New York Stock Exchange (or, if the Partnership Common Units are not then listed on the New York Stock Exchange, such other exchange on which Partnership Common Units are then listed), subject to official notice of issuance or (D) issued either in a transaction that satisfied the requirements of Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an effective registration statement under the Securities Act, it being understood that the Partnership shall use its reasonable best efforts to effect the outcomes described in (A) through (D) above. Partnership Common Units issued as CVI Consideration shall be valued (for purposes of calculating the number of Partnership Common Units to be issuable to Holders) at the Common Unit Value. Any CVI Consideration not delivered when due at the Maturity Date shall bear interest at the Default Interest Rate. (d) Notwithstanding any provision of this Agreement or the CVI Certificates to the contrary, other than in the case of interest on the CVI Consideration or the Default Amount, as applicable, no interest shall accrue on any amounts payable on the CVIs to any Holder. (e) In the event that the Partnership determines that the CVI Consideration or the Default Amount on the Maturity Date or Default Payment Date, as applicable, is $0.00 or that the Automatic Extinguishment Event has occurred, the Partnership shall give to the Holder of each CVI notice of such determination. Upon making such determination, absent manifest error, this CVI Certificate shall terminate and become null and void and the Holder hereof shall have no further rights with respect hereto. The failure to give such notice or any defect therein shall not affect the validity of such determination. (f) In the event of the (i) the payment or declaration of a dividend or other distribution by the Partnership to its unitholders in Partnership Common Units, (ii) the sub-division (by stock split, stock dividend or otherwise) or combination (by reverse stock split or otherwise) of the outstanding Partnership Common Units or (iii) the issuance by reclassification of Partnership Common Units, the Partnership shall appropriately adjust the Aggregate Unit Cap, the Extinguishment Price, the Floor Price, the Unit Cap and the Strike Price. Whenever an adjustment is made as provided herein, the Partnership shall (A) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (B) promptly file with the Trustee a copy of such certificate and (C) mail a brief summary thereof to each Holder of a CVI. Such adjustment, absent manifest error, shall be final and binding on the Holder hereof. Each outstanding CVI Certificate shall thereafter be deemed to be amended to provide for the adjusted Aggregate Unit Cap, Extinguishment Price, Floor Price, Unit Cap and Strike Price. (g) If at any time during the period from the Issue Date through, but excluding the first day of the Averaging Period, the VWAP of one Partnership Common Unit on the New York Stock Exchange (or, if the Partnership Common Units are not then listed on the New York Stock Exchange, such other exchange on which the Partnership Common Units are then listed) equals or exceeds the Extinguishment Price for 20 consecutive trading days (the “Automatic Extinguishment Event”), then the CVIs will have no value and will be automatically extinguished and terminated without further consideration or action by the Partnership, the Trustee or the Holders; provided, that if during such 20 consecutive trading day period the Ex-Date with respect to any dividend or other distribution (other than the payment of interest a dividend or other distribution by the Partnership to its unitholders in cash Partnership Common Units) shall have occurred in respect of a Partnership Common Unit, for purposes of calculating the daily VWAP described above, the daily VWAP for any trading day in such 20 consecutive trading day period preceding the Ex-Date in respect of such dividend or other distribution shall be reduced by the amount of such dividend or other distribution; provided further that any trading day (an “Excluded Day”) on which the Purchaser or any of its Affiliates takes any action that it would be prohibited from taking under Section 7.04 during the Prohibited Period (as defined below) shall not be considered a trading day for purposes of the foregoing and the daily VWAP for an Excluded Day shall not be taken into account for purposes of the foregoing (it being understood that consecutive trading days immediately preceding the Excluded Day may continue to be made by check mailed taken into account for purposes of the 20 consecutive trading day period used to determine whether an Automatic Extinguishment Event has occurred; provided however that if an Excluded Day occurs on a trading day that would otherwise have been one of the final 3 consecutive trading days in the 20 consecutive trading day period used to determine whether an Automatic Extinguishment Event has occurred, the 20 consecutive trading day period used to determine whether an Automatic Extinguishment Event has occurred shall begin no earlier than the first trading day following such Excluded Day that is itself not an Excluded Day). (h) Notwithstanding anything herein or in any CVI Certificate to the address contrary, other than in respect of the Person entitled thereto as such address Partnership’s obligation to deliver interest at the Default Interest Rate under the circumstances provided herein, the Partnership shall appear in no event be required to deliver (i) CVI Consideration (whether in the Security Register. The Securities shall be redeemable as provided form of Partnership Common Units or cash) in Article XI. The Securities shall be subordinated excess of the CVI Consideration Cap in right order to satisfy its obligations in respect of payment any CVI, (ii) a Default Amount (whether in the form of Partnership Common Units or cash) in excess of the Default Amount Cap in order to satisfy its obligations in respect of any CVI or (iii) an aggregate number of Partnership Common Units in excess of the Aggregate Unit Cap or cash in an aggregate amount in excess of an amount equal to the prior payment product of the Aggregate Unit Cap and the Common Unit Value (or the Default VWAP Price in full the event a Default Payment Date occurs) in cash or Cash Equivalents order to satisfy its obligations in respect of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVCVIs authenticated and delivered hereunder.

Appears in 1 contract

Samples: Contingent Value Interests Agreement (KKR & Co. L.P.)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000143,750,000 (including $18,750,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405 and except for Additional Securities1405. The Securities shall be known and designated as the "7 1/26% Convertible Junior Subordinated Debentures Due 2012due 2001" of the Company. Their Stated Maturity shall be April 30December 1, 2012 2001 and they shall bear interest at the rate of 7 1/26% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert of original issuance of Securities pursuant to 71/2% for the periods thereafter), from and including the Original Issuance Date this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 1 and November December 1, commencing August June 1, 19991997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of -------- ------- the Company payment of interest in cash to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIIIThirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFourteen.

Appears in 1 contract

Samples: Indenture (Physicians Resource Group Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“5.375% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2025” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30October 15, 2012 2025, and they the Notes shall bear interest at the rate of 7 1/25.375% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on April 15, payable quarterly 2021 and semi-annually thereafter in arrears on February 1, May 1, August 1, April 15 and November 1, commencing August 1, 1999October 15 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the April 1 and October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (PennyMac Financial Services, Inc.)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“7.250% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2026” of the Company. Their Stated Maturity The stated maturity of the Notes shall be April 30March 15, 2012 2026 (the “Stated Maturity”), and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedprovided in the Notes from September 20, that2017, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the March 1 and September 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), interest and interest Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Note Register; provided that all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven of this Indenture and Paragraph 5 of the Notes. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVSubsidiary Guarantors.

Appears in 1 contract

Samples: Indenture (SemGroup Corp)

Title and Terms. The aggregate principal amount of Securities Initial Senior Notes which may be authenticated and delivered under this Indenture for original issue is limited to $100,000,00060,000,000, except for Securities and the aggregate principal amount of Exchange Notes which may be authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant under this Indenture for original issue is limited to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities$60,000,000. The Securities aggregate principal amount of Senior Notes Outstanding at any one time may not exceed such amount except as provided in Section 3.7 hereof. The Initial Senior Notes shall be known and designated as the "7 1/29 3/4% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2003, Series B" of the Company, and the Exchange Notes shall be known and designated as the "9 3/4% Senior Notes due 2003, Series C" of the Company. Their The Stated Maturity of the Senior Notes shall be April 30October 15, 2012 2003, and they shall bear interest at the rate of 7 1/29 3/4% per annum (providedfrom October 28, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually in cash in arrears on April 15 and October 15 in each year, payable quarterly on February 1commencing April 15, May 1, August 11999, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; in the City of New York provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid on Certificated Senior Notes on or before the due date (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to any Holder owning Senior Notes in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities Senior Notes shall rank pari passu in right of payment with the Series A Notes and senior in right of payment to all Subordinated Indebtedness. The Senior Notes shall be redeemable as provided in Article XIXI hereof. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVXII hereof.

Appears in 1 contract

Samples: Indenture (Veritas DGC Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000500,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sectxxx 000, 305000, 306000, 906000, 1302 or 1405 and except for Additional Securities000 xx 0000. The Securities shall be known and designated as the "7 1/2___% Convertible Junior Subordinated Debentures Due 2012Notes due 2009" of the Company. Their The Stated Maturity of the Securities shall be April 30June 1, 2012 2009, and they the Securities shall each bear interest at the rate of 7 1/2___% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the as such interest rate 30 applicable to may be adjusted as set forth in the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)Securities, from and including the Original Issuance Date __________, 1999, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly semiannually on February 1, May 1, August 1, June 1 and November 11 in each year, commencing August 1_________, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002purposes (which initially will be a corporate trust office of the Trustee or its affiliate located at _______________, ________, ______________, New York, NY _____); providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company payment of interest in cash may be made by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. The Securities shall be redeemable as provided in Article XIEleven and in the Securities. The Indebtedness evidenced by the Securities shall be subordinated rank PARI PASSU in right of payment to with all other Senior Indebtedness. At the prior payment in full in cash election of the Company, the entire Indebtedness on the Securities or Cash Equivalents certain of all Obligations on or relating to Senior Indebtedness the Company's obligations and covenants and certain Defaults and Events of Default thereunder may be defeased as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFour.

Appears in 1 contract

Samples: Indenture (Republic Services Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,0001,000,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 306 or 906, 1302 or 1405 and except for Additional Securities. The Initial Securities shall be known and designated as the "7 1/25/8% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2011" and the Exchange Securities shall be known and designated as the "7 5/8% Series B Senior Notes due 2011" of the Company. Their Stated Maturity shall be April 301, 2012 2011, and they shall bear interest at the rate of 7 1/25/8% per annum (providedexcept as otherwise provided for in the form of Security) from the Security Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forfor on a given Security or a Security surrendered in exchange for such Security, as the case may be, payable quarterly on February October 1, May 1, August 1, 2001 and November 1, commencing August 1, 1999semiannually thereafter on April 1 and October 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Each payment of interest shall include interest accrued to but excluding the The initial Interest Payment Date on which payment is to for any Security other than the Initial Securities shall be madethe first October 1 or April 1 occurring after the Security Issue Date for such Security. The Holders of initial Interest Payment Date for each Initial Security shall be October 1, 2001. The Initial Securities and the Exchange Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securitiesrank pari passu. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, cash interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be are not subject to repurchase redemption at the option of the Holder Company. At the election of the Company, the entire indebtedness represented by the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article XIVTwelve. The Securities will be senior unsecured obligations of the Company and will rank pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company.

Appears in 1 contract

Samples: Indenture (CSC Holdings Inc)

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000325,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1012, 1013 or 1405 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $75,000,000 aggregate principal amount of additional Securities having identical terms and except for conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the "7 1/29 1/4% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2008" of and the Company. Exchange Securities shall be known and designated as the "9 1/4% Exchange Senior Subordinated Notes due 2008." Their Stated Maturity shall be April 30June 1, 2012 2008, and they shall bear interest at the rate of 7 1/29 1/4% per annum (providedfrom May 29, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually in arrears on June 1 and December 1 in each year, payable quarterly on February commencing December 1, May 1, August 1, and November 1, commencing August 1, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Security (or any predecessor Security) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 or November 15 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of and premium, if any, and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes, however(which initially shall be the office of the Trustee located at One Xxxxxxx Xxxxx, that 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00006) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register; provided, however, that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Initial Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Indenture (Laidlaw Environmental Services Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 906 or 1405 and except for Additional Securities1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1017. The Securities shall be known and designated as the "7 1/2___% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2006" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2006 and they shall bear interest at the rate of 7 1/2___% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date December __, 1996 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 15 and November 1December 15, commencing August 1June 15, 19991997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the Borough of Manhattan, The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegister and provided, further, that upon the written request of any Holder to the Company or a Paying Agent not later than the 10th Business Day immediately preceding the relevant payment date, such Holder may receive payment of the principal of (and premium, if any) or interest on such Holder's Security by wire transfer to the account specified by such Holder in such request. Unless such designation is revoked, any such designation made by a Holder with respect to its Security will remain in effect with respect to future payments with respect to such Security payable to such Holder. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1017. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to Senior Debt of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XIITwelve. The Securities shall be convertible guaranteed by the Subsidiary Guarantors as provided in Article XIIIThirteen. The Subsidiary Guarantees shall be subordinated in right of payment to Senior Guarantees of the Subsidiary Guarantors as provided in Article Fourteen. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVFifteen.

Appears in 1 contract

Samples: Indenture (Pathology Building Partnership)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the same series as the Initial Notes, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer ofredemption, conversion or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesotherwise as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“7.00% Senior Subordinated Convertible Junior Subordinated Debentures Due 2012" Notes due 2031” of the Company. Their The Stated Maturity of the Notes shall be April 30December 31, 2012 2031. Interest on the Notes will be payable semi-annually on June 30 and they shall bear interest December 31 of each year starting on December 31, 2021 to Holders of record at the close of business on the preceding June 1 and December 1, respectively. Interest shall accrue on the Notes at a rate of 7 1/27.0% per annum (provided, that, if annum. Interest will accrue on the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), Notes from and including the Original Issuance Date or from from, and including including, the most recent Interest Payment Date to last date in respect of which interest has been paid or duly provided for, as the case may be, payable quarterly to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be. Interest will be computed on February 1, May 1, August 1, and November 1, commencing August 1, 1999the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent lawful) or premium, if any, shall be payable on demand in the form as provided in the SecuritiesArticle Fourteen hereof. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the Security Registername of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Securities Notes shall be convertible into Common Stock pursuant to Article Fourteen. The Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated Eleven and in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVNotes.

Appears in 1 contract

Samples: Indenture (Wheeler Real Estate Investment Trust, Inc.)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000100,000,000 (including $115,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405 and except for Additional Securities1405. The Securities shall be known and designated as the "7 1/26% Convertible Junior Subordinated Debentures Due 2012Notes due 2004" of the Company. Their Stated Maturity shall be April 30December 1, 2012 2004 and they shall bear interest at the rate of 7 1/26% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert of original issuance of Securities pursuant to 71/2% for the periods thereafter), from and including the Original Issuance Date this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February June 1 and December 1 commencing June 1, May 1, August 1, and November 1, commencing August 1, 19991998, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premiumpremium and liquidated damages, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIIIThirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFourteen. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advance of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.

Appears in 1 contract

Samples: Indenture (Res Care Inc /Ky/)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Xxxxxxx 000, 305000, 306000, 906000, 1302 or 1405 and except for Additional Securities000 xx 0000. The Securities shall be known and designated as the "7 1/26 3/4% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2008" of the CompanyIssuer. Their Stated Maturity shall be April 30May 15, 2012 2008 and they shall bear interest at the rate of 7 1/26 3/4% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date May 11, 1998 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi- annually on February 1, May 1, August 1, 15 and November 115, commencing August 1November 15, 19991998, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest inter est on the Securities shall be payable at the office or agency of the Company Issuer in the Borough of Manhattan, The City of New York, New York, maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Issuer for such purpose; provided, -------- however, that at the option of the Company Issuer payment of interest in cash may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, that all payments of the -------- ------- principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositary. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Issuer as provided in Article XIVTwelve. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Appears in 1 contract

Samples: Indenture (Lexmark International Group Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,00063,250,000 (including $8,250,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 3063.06, 9069.06, 1302 11.08, 13.02 or 1405 and except for Additional Securities14.05. The Securities shall be known and designated as the "7 1/21/4% Convertible Junior Subordinated Debentures Due 2012Notes due 2004" of the Company. Their Stated Maturity shall be April 3015, 2012 2004 and they shall bear interest at the rate of 7 1/21/4% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert of original issuance of Securities pursuant to 71/2% for the periods thereafter), from and including the Original Issuance Date this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1April 15 and October 15 commencing October 15, May 1, August 1, and November 1, commencing August 1, 19991997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose pursuant to Section 100210.02; providedPROVIDED, howeverHOWEVER, that at the option of the Company payment of interest in cash to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 3.05. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIIIThirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFourteen.

Appears in 1 contract

Samples: Indenture (American Residential Services Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000200,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/29.35% Convertible Junior Senior Subordinated Debentures Notes Due 20122007" and the Exchange Notes shall be known and designated as the "9.35% Series B Senior Subordinated Notes Due 2007" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2007, and they shall bear interest at the rate of 7 1/29.35% per annum (providedfrom December 2, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, June and November 1December in each year, commencing August 1June 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 31 or November 30 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located at One Xxxxxxx Xxxxx, however00xx Xxxxx, that Xxx Xxxx, Xxx Xxxx 00006) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; provided that all payments with respect to the U.S. Global Note and the Certificated Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Indenture (Extendicare Health Services Inc)

Title and Terms. (a) The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited originally to $100,000,000250,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 3043.5, 3053.6, 3063.7, 906, 1302 9.6 or 1405 and except for Additional Securities. 11.8. (b) The Securities Notes shall be known and designated as the "7 1/2“7.85% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2010” of the CompanyCorporation. Their Stated Maturity shall be April August 30, 2012 2010, and they shall bear interest at the rate of 7 1/27.85% per annum (providedfrom August 28, that2000, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 128, May 1, 2001 and semi-annually thereafter on February 28 and August 1, 30 in each year and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securities. for. (c) The principal of (and premium, if any, ) and interest (and Additional Amounts and Additional Amounts (U.S.), if any) on the Securities Notes shall be payable at the office or agency of the Company Corporation maintained for such purpose pursuant to Section 1002; providedin Calgary, Alberta, provided however, that at the option of the Company payment of Corporation, interest in cash may be made paid (i) by check cheque mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register or (ii) by wire transfer to an account maintained by the payee located in Canada if appropriate wire transfer instructions have been received in writing by the Security RegisterTrustee not less than 15 days prior to such Stated Maturity. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. (d) The Securities Notes shall be redeemable as provided in Article XI. The Securities 11. (e) Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued from time to time by the Corporation without notice to or consent of the Holders and shall be subordinated in right of payment consolidated with and form a single series with the Notes initially issued and shall have the same terms as to status, redemption or otherwise as the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIINotes originally issued. The Securities Any Additional Notes shall be convertible as provided in Article XIII. The Securities shall be subject issued with the benefit of an indenture supplemental to repurchase at the option of the Holder as provided in Article XIVthis Indenture.

Appears in 1 contract

Samples: Indenture (Nova Chemicals Corp /New)

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$400,000,000 is limited to $100,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 516, 906, 1302 1108 or 1405 and except for Additional Securities1111. The Initial Securities shall be known and designated as the "7 1/28.00% Convertible Junior Senior Subordinated Debentures Due Notes due 2012" and the Exchange Securities shall be known and designated as the "8.00% Exchange Senior Subordinated Notes due 2012", in each case, of the Company. Their The Stated Maturity of the Securities shall be April 30December 15, 2012 and they shall bear interest at the rate of 7 1/28.00% per annum (providedfrom November 30, that2004, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 15, payable quarterly on February 1, May 1, August 12005, and November 1, commencing August 1, 1999semi-annually thereafter on June 15 and December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article XIEleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be subordinated in right issued with the benefit of payment an indenture supplemental to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVthis Indenture.

Appears in 1 contract

Samples: Indenture (Rogers Wireless Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,00075,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3069.6, 906, 1302 or 1405 11.8 and except that the Company may, if, when and as authorized by a Board Resolution, issue additional Securities under this Indenture of substantially the same tenor herein set forth, which additional securities shall be treated as Securities for Additional Securitiesall purposes of this Indenture. The Securities shall be known and designated as the "7 1/25.85% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2014" of the Company. Their Stated Maturity shall be April 3015, 2012 2014, and they shall bear interest at the rate of 7 1/25.85% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date April 12, 2004 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, April 15 and November 1October 15, commencing August 1October 15, 19992004, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and of, premium, if any, and interest on the Securities shall be payable made, subject to surrender of the Security in the case of payment of principal and premium, if any, at the office or agency of the Company maintained for such that purpose pursuant to Section 1002; providedin The City of New York, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or in such other manner as may be mutually acceptable to the Company and the Trustee; PROVIDED, HOWEVER, upon written request by any Holder given to the Trustee not later than 15 days prior to the Stated Maturity of principal or interest, payment of principal or interest due at the Stated Maturity may be made, subject to surrender of the Security in the case of payment of principal, by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto pursuant to Section 3.7. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option rank PARI PASSU with other existing and future unsecured senior indebtedness of the Holder as provided in Article XIVCompany.

Appears in 1 contract

Samples: Indenture (FBL Financial Group Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,00080,000,000 (including $5,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the overallotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405 and except for Additional Securities1405. The Securities shall be known and designated as the "7 1/26 1/4 % Convertible Junior Subordinated Debentures Due 2012due 2004" of the Company. Their Stated Maturity shall be April 30August 1, 2012 2004 and they shall bear interest at the rate of 7 1/26 1/4% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert of original issuance of Securities pursuant to 71/2% for the periods thereafter), from and including the Original Issuance Date this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1 and August 1, commencing February 1, May 1, August 1, and November 1, commencing August 1, 19991998, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment to Holders of interest in cash record other than the Depositary may be made by check mailed no later than the 25 33 applicable payment date to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIIIThirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFourteen.

Appears in 1 contract

Samples: Indenture (Nexstar Pharmaceuticals Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“10.875% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Notes due 2016” of the Company. Their The Stated Maturity of the Notes shall be April 3015, 2012 2016, and they the Notes shall bear interest at the rate of 7 1/210.875% per annum (providedfrom May 29, that2009, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on October 15, payable quarterly 2009 and semi-annually thereafter on February 1, May 1, August 1, April 15 and November 1, commencing August 1, 1999October 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the April 1 and October 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Sealy Corp)

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$200,000,000 is limited to $100,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306308, 906516, 1302 908, 1016, 1108 or 1405 and except for Additional Securities1111. The Initial Securities shall be known and designated as the "7 1/2“8.750% Convertible Junior Subordinated Senior (Secured) Second Priority Debentures Due 2012" due 2032” and the Exchange Securities shall be known and designated as the “8.750% Exchange Senior (Secured) Second Priority Debentures due 2032”, in each case, of the Company. Their The Stated Maturity of the Securities shall be April 30May 1, 2012 2032 and they shall bear interest at the rate of 7 1/28.750% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date April 30, 2002, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 19992002 and semi-annually thereafter on May 1 and November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article XIEleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be subordinated in right of payment consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the prior payment in full in cash or Cash Equivalents of all Obligations on or relating Securities originally issued, provided that the Company’s ability to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The issue Additional Securities shall be subject to repurchase at the option Company’s compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of the Holder as provided in Article XIVan indenture supplemental to this Indenture.

Appears in 1 contract

Samples: Indenture (Rogers Communications Inc)

Title and Terms. The aggregate principal amount at maturity of the Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, [ ],(3) except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 801, 906, 1302 1017 or 1405 and except for Additional Securities1108. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" “Senior Notes due 2006” of the CompanyIssuers. Their The Stated Maturity of the Senior Notes due 2006 shall be April [September 30, 2012 and they shall 2006(4)]. The Senior Notes due 2006 will bear cash interest at the rate of 7 1/29% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to on the principal amount at maturity of the Securities shall be increased to 121/2% $[ ] from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted[ ], whereupon it shall revert to 71/2% for the periods thereafter)2003, from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on [ , payable quarterly 2003) and semi-annually thereafter on February 1, May 1, August 1, [ and November 1, commencing August 1, 1999] in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Each In the case of a default in payment of interest shall include interest accrued to but excluding the Interest Payment Date amount due at Maturity, the amount due on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time bear interest at a rate of 11% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default to the date the payment of such amount has been made or duly provided in the Securitiesfor. Interest on any overdue principal amount shall be payable on demand. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Issuers as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Issuers, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Restructuring Agreement (Upc Polska Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $100,000,000100,000,000 (or $110,000,000 if the option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered upon registration of transfer ofpursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 previously authenticated and except for Additional Securities. delivered under this Indenture. (1) The Securities shall be known and designated as the "7 1/2% Zero Coupon Convertible Junior Subordinated Debentures Due 2012Notes due July 1, 2010" of the Company. Their Stated Maturity shall be April 30July 1, 2012 2010 and they shall not bear interest at the rate of 7 1/2% per annum (interest; provided, thathowever, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities that payments shall only be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, made on a Business Day as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesSection 1.12. The principal of and of, premium, if any, and interest Liquidated Damages, if any, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of such places as are identified in the Company maintained for such purpose Notice given pursuant to Section 1002; provided, however, that 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities are redeemable at the option of the Company payment of interest at any time on or after July 1, 2008, in cash may be made by check mailed whole or in part, subject to the address of the Person entitled thereto conditions and as such address shall appear otherwise provided in Article XI and in the Security Registerform of Security, set forth in Section 2.2. The Securities shall be redeemable convertible as provided in Article XIXII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible Company as provided in Article XIII. The Securities shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIV.

Appears in 1 contract

Samples: Indenture (Realnetworks Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, except for Securities authenticated 312 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“5.375% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2026” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 30July 15, 2012 2026, and they the Notes shall bear interest at the rate of 7 1/25.375% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on July 15, payable quarterly 2018 and semi-annually thereafter on February 1, May 1, August 1, January 15 and November 1, commencing August 1, 1999July 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on January 1 and July 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company maintained for such purpose pursuant to Issuer set forth in Section 1002; provided302, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (BWX Technologies, Inc.)

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant ___________. (b) Subject to Section 3043.16, 305, 306, 906, 1302 or 1405 and except for Additional the Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their ' Stated Maturity shall be April 30____________, 2012 and they 2029. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the rate of 7 1/2% a per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable equal to the principal amount of the Securities shall be increased to 121/2_____% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted__________, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 1999 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on February 1March 31, May 1June 30, August 1, September 30 and November 1December 31 of each year, commencing August 1September 30, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued Interest will compound quarterly and will accrue at a per annum rate equal to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time _____% to the extent provided permitted by applicable law, on any interest installment in the Securities. arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Paying Agent in the United States maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. The . (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be redeemable as provided in Article XI. The Securities Depository Trust Company. (f) The securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Allegiant Capital Trust I)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000588,926,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 906 or 1405 and except for Additional Securities1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the "7 1/212 1/4% Convertible Junior Subordinated Debentures Due 2012Senior Discount Notes due 2009" of the Company. Their The Stated Maturity of the Securities shall be April 30June 1, 2012 and they 2009. The Securities shall bear interest at the rate of 7 1/212 1/4% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date June 1, 2004 or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 1 and November December 1, commencing August December 1, 19992004, until the principal thereof is paid or made available for payment. Each In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall include be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest accrued shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 12.25% per annum (to but excluding the Interest Payment Date extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on which payment is to be made. The Holders of the Securities unpaid interest shall also be entitled to receive Special Interest from time to time payable on demand. If this Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be made in immediately available funds to the extent provided Depositary. If the Securities are issued in certificated form, the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office or agency of the Company Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; providedPROVIDED, howeverHOWEVER, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVTwelve.

Appears in 1 contract

Samples: Indenture (Nextlink Communications Inc / De)

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Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $100,000,000[ ] principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 306, 906, 1302 3.06 or 1405 and except for Additional Securities9.06 [or 11.08]. The Securities shall be known and designated as the "7 1/2“[ ]% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due [ ]” of the Company. Their Stated Maturity for payment of principal shall be April 30, 2012 and they [ ]. Interest on the Securities shall bear interest accrue at the rate of 7 1/2[ ]% per annum (providedand shall be payable semiannually in arrears on each [ ] and [ ], that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable commencing [ ] to the principal amount Holders of record of Securities at the close of business on [ ] and [ ], respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall be increased to 121/2% will accrue from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as the case may beif no interest has been paid, payable quarterly from [ ]. Interest on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also will be entitled to receive Special Interest from time to time to computed on the extent provided in the Securitiesbasis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. [The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to XI and the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. Securities.] [The Securities shall be subject to repurchase at the option of the Holder satisfaction and discharge as provided in Article XIVIV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.]

Appears in 1 contract

Samples: Senior Indenture (United Rentals North America Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesunlimited. The Initial Securities shall be known and designated as the "7 1/26.875% Convertible Junior Subordinated Debentures Due 2012Senior Notes due October 15, 2009" and the Exchange Securities shall be known and designated as the "6.875% Senior Exchange Notes due October 15, 2009". The Stated Maturity of the Company. Their Stated Maturity Securities shall be April 30October 15, 2012 2009, and they shall bear interest at the rate of 7 1/26.875% per annum (providedfrom October 6, that2004, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on, payable quarterly on February 1April 15, May 1, August 12005, and November 1semi-annually thereafter on April 15 and October 15, commencing August 1, 1999, in each year and at said Stated Maturity until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of Toronto (which shall be the Corporate Trust Office of the Canadian Trustee, unless the Company shall designate and maintain some other office or agency for such purpose), or at such other office or agency of the Company as may be maintained for such purpose in lawful money of Canada; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid to Holders by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and 1014. Additional Securities ranking pari passu with the Initial Securities may be created and issued from time to time by the Company without notice to or the consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the Company's ability to issue Additional Securities shall be subject to the Company's compliance with Section 1008. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture or pursuant to an Officers' Certificate. Such Officers' Certificate shall state that the Additional Securities are issued pursuant to this Indenture. The Securities shall not be redeemable, other than as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIEleven. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVFour.

Appears in 1 contract

Samples: Indenture (Intrawest Corp)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. The Initial Securities shall be known and designated as the "7 1/211% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2008" of and the Company. Exchange Securities shall be known and designated as the "11% Series B Senior Notes due 2008." Their Stated Maturity shall be April 30May 15, 2012 2008, and they shall bear interest at the rate of 7 1/211% per annum (providedfrom May 20, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, 38 27 15 and November 115 in each year, commencing August 1November 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Security (or any predecessor Security) is registered at the close of interest shall include interest accrued to but excluding business on the May 1 or November 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes, however(which initially shall be the office of the Trustee located at One Xxxxx Xxxxxx, that Xxx Xxxx, XX 00000) xx, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register; provided that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, shall be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Indenture (Tri State Outdoor Media Group Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“2.850% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2028” of the Company. Their The Stated Maturity of the Notes shall be April 30January 26, 2012 2028, and they the Notes shall bear interest at the rate of 7 1/22.850% per annum (providedfrom January 26, that2021, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly semi-annually on February 1, May 1, August 1, January 26 and November 1July 26 of each year, commencing August 1on July 26, 19992021 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on January 12 and July 12 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000Indenture, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304this Indenture, 305is limited to $100,000,000; provided, 306that subject to applicable law, 906the maximum aggregate principal amount of the Notes hereunder may be increased from time to time, 1302 if, when and as authorized by a Board Resolution and upon delivery to the Trustee of a Company Order. Unless the context otherwise requires, Original Notes and the Exchange Notes of like tenor and terms shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or 1405 and except for Additional Securitiesother Act of the Holders. The Securities Notes shall be known and designated as the "7 1/26.70% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2035" of the Company. Their Stated Maturity shall be April 30November 1, 2012 2035, and they shall bear interest at the rate of 7 1/26.70% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date November 3, 2005 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, 1 and November 1, commencing August May 1, 19992006, until and excluding such date on which the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders All amounts payable in respect of the Securities Notes shall also be entitled to receive Special Interest from time to time to made in United States dollars. Payment of the extent provided in the Securities. The principal of and premium, if anyof, and interest on on, the Securities Notes shall be payable made, subject to surrender of the Note in the case of payment of principal at the office or agency of the Company maintained for such that purpose pursuant to Section 1002; providedin The City of New York, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or in such other manner as may be mutually acceptable to the Company and the Trustee; provided, however, upon written request by any Holder given to the Trustee not later than 15 days prior to the Stated Maturity of principal or interest, payment of principal or interest due at the Stated Maturity may be made, subject to surrender of the Note in the case of payment of principal, by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto pursuant to Section 3.09. The Securities shall be redeemable as As provided in Article XI. The Securities shall 11, the Notes may not be subordinated redeemed, in right of payment to the prior payment whole or in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase part, at the option of either the Company or any Holder as provided in Article XIVprior to the Stated Maturity. The provisions for Defeasance of the Notes under Section 12.02 and Covenant Defeasance of the Notes under Section 12.03, apply to the Notes. The Notes shall rank pari passu with other existing and future unsecured senior indebtedness of the Company.

Appears in 1 contract

Samples: Indenture (Selective Insurance Group Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture for original issue is limited to $100,000,000175,000,000, and the amount of Notes outstanding at any one time may not exceed $175,000,000 except for Securities authenticated and delivered upon registration of transfer ofas provided in Section 2.08 hereof. [OUR PROPOSED CHANGES TO THE FIRST PARAGRAPH OF SECTION 2.02 ARE JUST SUGGESTIONS. ULTIMATELY, or in exchange forTHE RESULTS OF BOTH APPROACHES ARE THE SAME, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. BUT OUR SUGGESTION AVOIDS THE LITANY OF EXCEPTED SECTIONS AND THE POSSIBILITY OF OVERLOOKING SUCH A SECTION.] The Securities Notes shall be known and designated as the "7 1/2__% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2006" of the Company. Their Stated Maturity shall be April 30___________, 2012 2006, and they shall bear interest at the rate of 7 1/2______% per annum (providedfrom _______, that1996, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on _______ and ________ in each year, payable quarterly on February 1commencing _______, May 1, August 11997, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may will be made paid on Physical Securities by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Note Register. The Securities Notes shall be redeemable as provided in Article XI3 hereof. The Securities Notes shall be subject to defeasance at the option of the Company as provided in Article 8 hereof. The Notes shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII10 hereof. The Securities Notes shall be convertible guaranteed by Subsidiary Guarantors as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV11 hereof.

Appears in 1 contract

Samples: Indenture (Forcenergy Inc)

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant ______________. (b) Subject to Section 3043.16, 305, 306, 906, 1302 or 1405 and except for Additional the Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their ' Stated Maturity shall be April 30_____________, 2012 and they 2030. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the rate of 7 1/2% a per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable equal to the principal amount of the Securities shall be increased to 121/2_______% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted__________, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 2000 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on February 1March 31, May 1June 30, August 1, September 30 and November 1December 31 of each year, commencing August 1_____________, 19992000, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued Interest will compound quarterly and will accrue at a per annum rate equal to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time _______% to the extent provided permitted by applicable law, on any interest installment in the Securities. arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Paying Agent in the United States maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. The . (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be redeemable as provided in Article XI. The Securities Depository Trust Company. (f) The securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Provident Trust Ii)

Title and Terms. The aggregate principal amount of Securities Bonds which may be authenticated and delivered under this Indenture is limited to $100,000,000, 3,000,000 (except for Securities such additional principal amounts, not to exceed $450,000, of Bonds issued pursuant to an option granted to the Underwriters in the initial public offering of the Bonds) except for Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to Section 304, 305, 306, 906905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, 1302 or 1405 from time to time thereafter, Bonds up to a maximum aggregate principal amount of $3,450,000 may be executed by the Company and except delivered to the Trustee for Additional Securitiesauthentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Securities Bonds shall be known and designated as the "7 1/210% Convertible Junior Subordinated Debentures Adjustable Secured Bonds, Due 20122000" of the Company. Their Stated Maturity shall be April 30_____________ , 2012 2000 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if specified in the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount title of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)Bonds, from and including the Original Issuance Date Initial Interest Accrual Date, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly annually on February January 1 and July 1 in each year, commencing January 1, May 1, August 1, and November 1, commencing August 1, 19991996, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities Bonds shall be payable at the office or agency of the Company maintained for such purpose ("Place of Payment"), which may be at the Principal Corporate Trust Office of the Trustee, or at such other location designated by the Company and maintained pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities Bonds shall be redeemable as provided in Article XIEleven. The Securities Bonds shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness of the Company as provided in Article XIITwelve. The Securities Bonds shall be convertible as provided in Article XIIIThirteen. The Securities Bonds shall be subject to repurchase at secured by the option of the Holder Collateral Stock as provided in Article XIVFourteen.

Appears in 1 contract

Samples: Indenture (Ilx Inc/Az/)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/27/8% Convertible Junior Subordinated Debentures Senior Notes Due 2012" 2020” of the Company. Their The Stated Maturity of the Notes shall be April 30November 1, 2012 2020, and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedset forth below from October 23, that2012, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, 2013 and semi-annually thereafter on May 1 and November 1, commencing August 1, 19991 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the April 15 and October 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin the City of Chicago or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or more permanent global notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven of this Indenture and Paragraph 6 of the Notes. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVSubsidiary Guarantors.

Appears in 1 contract

Samples: Indenture (Aleris International, Inc.)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“14.75% Convertible Junior Subordinated Debentures Due 2012" First-Priority Senior Secured Notes due 2016” of the CompanyIssuers. Their The Stated Maturity of the Notes shall be April 30December 1, 2012 2016, and they the Notes shall bear interest at the rate of 7 1/214.75% per annum (providedfrom January 27, that2012, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February June 1, May 1, August 1, 2012 and November 1, commencing August 1, 1999semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed or wire transfer to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVSubsidiary Guarantors.

Appears in 1 contract

Samples: Indenture (Clearwire Corp /DE)

Title and Terms. (a) The aggregate principal amount number of Securities CVR Certificates which may be authenticated and delivered under this Indenture Agreement is limited to $100,000,000__________, except for Securities CVRs authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities CVRs pursuant to Section 304, 305, 306, 906, 1302 306 or 1405 and except for Additional Securities606 of this Agreement. The Securities Company will not issue any fractional CVRs, and in lieu thereof, will make a pro rata cash payment in an amount equivalent to the fair market value of any fraction of a CVR due under the Merger Agreement. (b) The CVRs shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012Contingent Value Rights" of the Company. Their Stated Maturity Company and shall be April 30unsecured obligations of the Company that rank equally with all other unsecured obligations of the Company and the Holders shall have no rights except for those rights explicitly provided for herein and shall not, 2012 by virtue of their ownership of CVRs have any of the rights of a shareholder of the Company. (c) Subject to adjustment pursuant to Section 301(k) and they subject to Section 301(l), the Company shall bear interest at the rate of 7 1/2% per annum (provided, thatpay to each Holder, if in Cash, on the Charter Amendment has not been Duly Adopted by third Business Day following the Charter Amendment DeadlineMaturity Date, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and or if in Stock, as promptly as practicable after the Charter Amendment Deadline until the date the Charter Amendment is Duly AdoptedMaturity Date, whereupon it shall revert to 71/2% for the periods thereafter)each CVR held by such Holder, from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premiuman amount, if any, as determined by the Company, by which the Target Price exceeds the greater of (i) the Current Market Value and interest (ii) the Minimum Price. Such determinations by the Company absent manifest error shall be final and binding on the Securities Company and the Holders. Not later than the second Business Day after the Maturity Date, the Company shall (x) prepare and file with the Trustee a certificate setting forth such determinations (including, if the amount payable is to be paid in Stock, the Company's calculation of the amount of Stock to be paid) and the facts accounting for such determinations and (y) mail to each Holder a brief summary of such certificate, stating whether the amount payable will be paid in Cash or Stock, and indicating the locations at which CVRs may be presented for payment. (d) The Company may redeem all, but not less than all, of the CVRs at any time upon not less than 30 Business Days notice at a price per CVR (the "Early Redemption Price") equal to the difference between the Target Price and the Current Market Value as at the Early Redemption Determination Date, discounted from the Maturity Date to the Early Redemption Payment Date at a per annum rate of 6% (an "Early Redemption"). The Early Redemption Price shall be payable at the office or agency of by the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided Company's sole discretion either in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash (i) Cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.(ii)

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Markel Holdings Inc)

Title and Terms. The aggregate principal amount Principal Amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $100,000,000110,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.06, 3053.07, 3063.08 or 9.06. Other than as set forth in the preceding sentence, 906, 1302 or 1405 and except for Additional Securitiesthe Company shall not issue any Securities under this Indenture. The Securities shall be known and designated as the "7 1/2“3 7/8% Variable Interest Senior Convertible Junior Subordinated Debentures Due 2012" due 2026” of the Company. Their The Principal Amount shall be payable at the Stated Maturity shall be April 30unless earlier accelerated, 2012 and they shall bear interest at the rate of 7 1/2% per annum (providedconverted, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable redeemed or repurchased pursuant to the principal amount provisions of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be madethis Indenture. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of Principal Amount and premiumaccrued interest and Registration Default Payments, if any, and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XInot have the benefit of a sinking fund. The Securities shall be rank pari passu with all other senior unsecured indebtedness of the Company. The Company will not incur or issue any subordinated in right of payment indebtedness unless such indebtedness is unsecured and subordinated to the prior payment in full in cash or Cash Equivalents of all Obligations Securities on or relating terms no less favorable than those applicable to senior indebtedness which constitutes Designated Senior Indebtedness as provided in Article XIIunder the 2001 Indenture which includes the Company’s other senior indebtedness issued under the 2004 Indenture and the 2005 Indenture. The Securities shall be convertible constitute “Senior Indebtedness,” and the Company hereby designates the Securities as provided “Designated Senior Indebtedness,” in Article XIII. The Securities shall be subject to repurchase at each case under the option of the Holder as provided in Article XIV2001 Indenture.

Appears in 1 contract

Samples: Indenture (Vector Group LTD)

Title and Terms. The aggregate principal amount of Securities and Additional Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or will be unlimited in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesaggregate principal amount. The Securities shall be known and designated as the "7 1/29 5/8% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2010" of the Company. Their Stated Maturity stated maturity shall be April 30December 1, 2012 2010 and they shall bear interest at the rate of 7 1/29 5/8% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date December 4, 2003 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February each Interest Payment Date, commencing June 1, May 1, August 1, and November 1, commencing August 1, 19992004, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of of, and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company in The City of New York, New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegister or by wire transfer of immediately available funds pursuant to wire transfer instructions provided by a Holder to the Company or the Paying Agent. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Section 1013 or 1015. Additional Securities ranking pari passu with the Securities issued the date hereof may be created and issued from time to time subject to Section 1008 by the Company without notice or consent to the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall vote together as one series on all matters with respect to the Securities and shall have the same terms as to status, redemption or otherwise as the Securities originally issued; any Additional Securities shall be issued pursuant to an indenture supplemental to this Indenture. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right subject to defeasance at the option of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Conformed Copy (Imax Corp)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, except for Securities authenticated 312 and delivered upon registration 1007 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“5.000% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2027” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April September 30, 2012 2027, and they the Notes shall bear interest at the rate of 7 1/25.000% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on March 31, payable quarterly 2020 and semi-annually thereafter on February 1, May 1, August 1, March 31 and November 1, commencing August 1, 1999September 30 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on March 15 and September 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company maintained for such purpose pursuant to Issuer set forth in Section 1002; provided302, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1012. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1013. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Advanced Drainage Systems, Inc.)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202 and 312 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesotherwise as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“6.50% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2026” of the Company. Their The Stated Maturity of the Notes shall be April 30June 1, 2012 2026, and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedset forth below from May 20, that2016, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February December 1, May 1, August 1, 2016 and November 1, commencing August 1, 1999semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Person entitled thereto as Company maintained for such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVpurpose.

Appears in 1 contract

Samples: Indenture (HomeStreet, Inc.)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“5.500% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2028” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30August 15, 2012 2028, and they the Notes shall bear interest at the rate of 7 1/25.500% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly commencing on February 115, May 1, 2021 and semi-annually thereafter in arrears on February 15 and August 1, and November 1, commencing August 1, 199915 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the February 1 and August 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company Issuer maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Mr. Cooper Group Inc.)

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to [$100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant __________]. (b) Subject to Section 3043.16, 305, 306, 906, 1302 or 1405 and except for Additional the Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their ' Stated Maturity shall be April 30____________, 2012 and they 2031. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the rate of 7 1/2% a per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable equal to the principal amount of the Securities shall be increased to 121/2_________% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted_________, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 2001 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on February 1March 31, May 1June 30, August 1, September 30 and November 1December 31 of each year, commencing August 1June 30, 19992001, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued Interest will compound quarterly and will accrue at a per annum rate equal to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time _________% to the extent provided permitted by applicable law, on any interest installment in the Securities. arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Paying Agent in the United States maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. The . (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be redeemable as provided in Article XI. The Securities Depository Trust Company. (f) The securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Sman Capital Trust 1)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“11.0% Convertible Junior Subordinated Debentures Senior Notes Due 2012" 2015” of the CompanyCo-Issuers. Their The Stated Maturity of the Notes shall be April 30November 1, 2012 2015, and they the Notes shall bear interest at the rate of 7 1/211.0% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, November 1 and November 1 in each year beginning November 1, commencing August 12008, 1999and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on April 15 and October 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), interest and interest Special Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York shall be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Senior Indenture (Infosat Communications LP)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $100,000,000[ ] principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 306, 906, 1302 3.06 or 1405 and except for Additional Securities9.06 [or 11.08]. The Securities shall be known and designated as the "7 1/2“[ ]% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due [ ]” of the Company. Their Stated Maturity for payment of principal shall be April 30, 2012 and they [ ]. Interest on the Securities shall bear interest accrue at the rate of 7 1/2[ ]% per annum (providedand shall be payable semiannually in arrears on each [ ] and [ ], that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable commencing [ ] to the principal amount Holders of record of Securities at the close of business on [ ] and [ ], respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall be increased to 121/2% will accrue from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as the case may beif no interest has been paid, payable quarterly from [ ]. Interest on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also will be entitled to receive Special Interest from time to time to computed on the extent provided in the Securitiesbasis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. [The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to XI and the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. Securities.] [The Securities shall be subject to repurchase at the option of the Holder Satisfaction and Discharge as provided in Article XIVIV and Legal Defeasance and/or Covenant Defeasance as provided in Article XII.]

Appears in 1 contract

Samples: Senior Indenture (United Rentals Realty, LLC)

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$280,000,000 is limited to $100,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306308, 906516, 1302 908, 1108 or 1405 and except for Additional Securities1111. The Initial Securities shall be known and designated as the "7 1/26.75% Convertible Junior Subordinated Debentures Due 2012Senior (Secured) Second Priority Notes due 2015" and the Exchange Securities shall be known and designated as the "6.75% Exchange Senior (Secured) Second Priority Notes due 2015", in each case, of the Company. Their The Stated Maturity of the Securities shall be April 30March 15, 2012 2015 and they shall bear interest at the rate of 7 1/26.75% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date November 30, 2004, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on March 15, payable quarterly 2005 and semi-annually thereafter on February 1, May 1, August 1, March 15 and November 1, commencing August 1, 1999September 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article XIEleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be subordinated in right issued with the benefit of payment an indenture supplemental to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVthis Indenture.

Appears in 1 contract

Samples: Indenture (Rogers Cable Inc)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, 160,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9063.7, 1302 9.6, 10.15, 10.16 or 1405 and except for Additional Securities11.8 hereof. The Securities shall be known and designated as the "7 1/29 3/4% Convertible Junior Senior Subordinated Debentures Notes Due 20122006" of the Company. Their Stated Maturity shall be April 30October 1, 2012 2006, and they shall bear interest at the rate of 7 1/29.75% per annum (providedfrom September 26, that1996, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on April 1 and October 1 in each year, payable quarterly on February commencing April 1, May 1, August 11997, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be redeemable as provided in Article XIXI hereof. The Securities shall be subject to defeasance at the option of the Company as provided in Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVXIV hereof.

Appears in 1 contract

Samples: Indenture (Flores & Rucks Inc /De/)

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$400,000,000 is limited to $100,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 516, 906, 1302 1108 or 1405 and except for Additional Securities1111. The Initial Securities shall be known and designated as the "7 1/2“8.00% Convertible Junior Senior Subordinated Debentures Due Notes due 2012" ” and the Exchange Securities shall be known and designated as the “8.00% Exchange Senior Subordinated Notes due 2012”, in each case, of the Company. Their The Stated Maturity of the Securities shall be April 30December 15, 2012 and they shall bear interest at the rate of 7 1/28.00% per annum (providedfrom November 30, that2004, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 15, payable quarterly on February 1, May 1, August 12005, and November 1, commencing August 1, 1999semi-annually thereafter on June 15 and December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article XIEleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture. SECTION 302. DENOMINATIONS. The Securities shall be subordinated issuable only in right registered form without coupons and only in denominations of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIIU.S.$1,000 and any integral multiple thereof. SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be convertible as provided in Article XIIIexecuted on behalf of the Company by any two of the following officers: its Chairman, its Vice Chairman, its President, any Vice Presidents or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in an aggregate principal amount of up to U.S.$400,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the original issue of such Additional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation, consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be subject authenticated and delivered in any new name of a successor Person pursuant to repurchase this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder as provided for Securities authenticated and delivered in Article XIVsuch new name.

Appears in 1 contract

Samples: Indenture (Rogers Communications Inc)

Title and Terms. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000100.0 million, and, subject to compliance with the covenants contained in this Indenture, including Section 1011 as a new incurrence of Indebtedness by the Issuers, the aggregate principal amount of Additional Securities which may be authenticated and delivered under this Indenture is limited to $100.0 million, except in each case for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 906, 1302 1010, 1016 or 1405 1108 (including Exchange Securities and except for Additional Private Exchange Securities). The Initial Securities and the Additional Securities shall be known and designated as the "7 1/2% Convertible Junior 8/ /% Senior Subordinated Debentures Due 2012Notes due 2008," and the Exchange Securities and the Private Exchange Securities shall be known and designated as the "8/ /% Senior Subordinated Notes due 2008," in each case, of the Company. Their The Stated Maturity of the Securities shall be April 3015, 2012 2008, and they shall bear interest at the rate of 7 1/28.375% per annum (providedfrom April 15, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on October 15, payable quarterly 1998 and semiannually thereafter on February 1, May 1, August 1, April 15 and November 1, commencing August 1, 1999October 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on), interest and interest Additional Amounts, if any, on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to as provided in Section 1002; providedPROVIDED, howeverHOWEVER, that that, at the option of the Company payment of Company, interest in cash may be made paid by (i) check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Security Register or (ii) wire transfer to an account located in the Security RegisterUnited States maintained by the payee. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Indenture (United Stationers Supply Co)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“6.500% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2025” of the Company. Their The Stated Maturity of the Notes shall be April 30May 1, 2012 2025, and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedset forth below from April 28, that2020, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 19992020 and semi-annually thereafter on May 1 and November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the April 15 and October 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Person entitled thereto as Company maintained for such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVpurpose.

Appears in 1 contract

Samples: Indenture (Kaiser Aluminum Corp)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000Indenture, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304this Indenture, 305is limited to $50,000,000; provided, 306that subject to applicable law, 906the maximum aggregate principal amount of the Notes hereunder may be increased from time to time, 1302 if, when and as authorized by a Board Resolution and upon delivery to the Trustee of a Company Order. Unless the context otherwise requires, Original Notes and the Exchange Notes of like tenor and terms shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or 1405 and except for Additional Securitiesother Act of the Holders. The Securities Notes shall be known and designated as the "7 1/27.25% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2034" of the Company. Their Stated Maturity shall be April 30November 15, 2012 2034, and they shall bear interest at the rate of 7 1/27.25% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date November 16, 2004 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, 15 and November 115, commencing August 1May 15, 19992005, until and excluding such date on which the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders All amounts payable in respect of the Securities Notes shall also be entitled to receive Special Interest from time to time to made in United States dollars. Payment of the extent provided in the Securities. The principal of and premium, if anyof, and interest on on, the Securities Notes shall be payable made, subject to surrender of the Note in the case of payment of principal at the office or agency of the Company maintained for such that purpose pursuant to Section 1002; providedin The City of New York, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or in such other manner as may be mutually acceptable to the Company and the Trustee; provided, however, upon written request by any Holder given to the Trustee not later than 15 days prior to the Stated Maturity of principal or interest, payment of principal or interest due at the Stated Maturity may be made, subject to surrender of the Note in the case of payment of principal, by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto pursuant to Section 3.09. The Securities shall be redeemable as As provided in Article XI. The Securities shall 11, the Notes may not be subordinated redeemed, in right of payment to the prior payment whole or in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase part, at the option of either the Company or any Holder as provided in Article XIVprior to the Stated Maturity. The provisions for Defeasance of the Notes under Section 12.02 and Covenant Defeasance of the Notes under Section 12.03, apply to the Notes. The Notes shall rank pari passu with other existing and future unsecured senior indebtedness of the Company.

Appears in 1 contract

Samples: Indenture (Selective Insurance Group Inc)

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant 17,922,080. (b) Subject to Section 3043.16, 305, 306, 906, 1302 or 1405 and except for Additional the Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their ' Stated Maturity shall be April 30August 2, 2012 and they 2029. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the rate of 7 1/2% a per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable equal to the principal amount of the Securities shall be increased to 121/29.875% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly AdoptedAugust 2, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 1999 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on February 1March 31, May 1June 30, August 1, September 30 and November 1December 31 of each year, commencing August 1September 30, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued Interest will compound quarterly and will accrue at a per annum rate equal to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time 9.875% to the extent provided permitted by applicable law, on any interest installment in the Securities. arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Paying Agent in the United States maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. The . (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be redeemable as provided in Article XI. The Securities Depository Trust Company. (f) The securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Allegiant Bancorp Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“5.250% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2025” of the Company. Their The Stated Maturity of the Notes shall be April 30August 11, 2012 2025, and they the Notes shall bear interest at the rate of 7 1/25.250% per annum (providedfrom August 11, that2020, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly semi-annually on February 1, May 1, 11 and August 1, and November 111 of each year, commencing August 1on February 11, 19992021 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on January 28 and July 28 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities85,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except as provided in Section 3.6 hereof. The Initial Securities shall be known and designated as the "7 1/212 1/4% Convertible Junior Subordinated Debentures Series A Senior Notes Due 20122003" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2003, and they shall bear interest at the rate of 7 1/212 1/4% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually in cash in arrears on June 15 and December 15 in each year, payable quarterly on February 1commencing June 15, May 1, August 11997, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the City of New York; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid on Physical Securities on or before the due date (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by such Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIXI hereof. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVXII hereof.

Appears in 1 contract

Samples: Indenture (Willcox & Gibbs Inc /De)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000145,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes 43 pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/29 3/4% Convertible Junior Senior Subordinated Debentures Notes Due 20122008" and the Exchange Notes shall be known and designated as the "9 3/4% Series B Senior Subordinated Notes Due 2008" of the Company. Their Stated Maturity shall be April 3015, 2012 2008, and they shall bear interest at the rate of 7 1/29.75% per annum (providedfrom April 23, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, April 15 and November 1October 15 in each year, commencing August 1October 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the April 1 or October 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located in the care of the Depositary Trust Company, howeverat 55 Wxxxx Xxxxxx, that Xxx Xxxx, Xxx Xxxx 00041) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; provided that all payments with respect to the Global Notes and the Physical Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Indenture (Afa Products Inc)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“9.750% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2018” of the Company. Their The Stated Maturity of the Notes shall be April 30August 1, 2012 2018, and they the Notes shall bear interest at the rate of 7 1/29.750% per annum (providedfrom July 30, that2010, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, 2011 and semi-annually thereafter on February 1 and August 1, 1 in each year and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the January 15 and July 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $100,000,000, . The aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except for Securities authenticated and delivered upon registration of transfer of, or as provided in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities3.7 hereof. The Securities shall be known and designated as the "7 1/2___% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2007," of the Company. Their Stated Maturity shall be April 30_____________, 2012 2007, and they shall bear interest at the rate of 7 1/2___% per annum (providedfrom ____________, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on ____________ and ____________ in each year, payable quarterly on February 1commencing ___________, May 1, August 11997, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York; providedPROVIDED, howeverHOWEVER, that that, at the option of the Company payment of Company, interest in cash may be made paid on Physical Securities by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable as provided in Article XIXI hereof. The Securities shall be subject to defeasance at the option of the Company as provided in Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVXIV hereof.

Appears in 1 contract

Samples: Indenture (Bellwether Exploration Co)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000250,000,000, except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 306 or 906, 1302 or 1405 and except for Additional Securitiesin connection with an Offer to Purchase pursuant to Section 1015 or 1016. The Securities shall be known and designated as the "7 1/2125/8% Convertible Junior Subordinated Debentures Due 2012Notes due 2003" of the Company. Their Stated Maturity shall be April 30August 1, 2012 2003, and they shall bear interest at the rate of 7 1/2126/8% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date July 25, 1996 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1 and August 1, commencing February 1, May 1, August 1, and November 1, commencing August 1, 19991997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company shall pay Additional Amounts, and the Securities shall be redeemable subject to redemption by the Company, as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIISections 1018 and 1101. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1015 and 1016. The Securities shall be subject to Defeasance at the option of the Holder Company as provided in Article XIVTwelve. The Securities shall constitute direct, unsecured and unconditional obligations of the Company and will rank pari passu among themselves and with all other present and future unsecured and unsubordinated indebtedness of the Company, other than obligations which are mandatorily preferred by statute or by operation of law.

Appears in 1 contract

Samples: Indenture (Durango Corp)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,00069,000,000 (including $9,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405 and except for Additional Securities1405. The Securities shall be known and designated as the "7 6 1/2% Convertible Junior Subordinated Debentures Due 2012due 2002" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2002 and they shall bear interest at the rate of 7 6 1/2% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert of original issuance of Securities pursuant to 71/2% for the periods thereafter), from and including the Original Issuance Date this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 15 and November 1December 15, commencing August 1June 15, 19991996, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective Interest Payment Dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedPROVIDED, howeverHOWEVER, that at the option of the Company payment of interest in cash to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIIIThirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFourteen.

Appears in 1 contract

Samples: Indenture (PHP Healthcare Corp)

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000250,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9069.6 or 11.8, 1302 Exchange Securities or 1405 and except for Additional Securitiesin connection with an Offer to Purchase pursuant to Sections 10.19 or 10.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the "7 1/27.0% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2016" of the Company. Their Stated Maturity shall be April 30December 1, 2012 2016 and they shall bear interest at the rate of 7 1/27.0% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date November 23, 2004 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 1 and November December 1, commencing August June 1, 19992005, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, provided that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or at Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIEleven. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVTwelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated November 18, 2004, among the Company, X.X. Xxxxxx Securities Inc. and the other initial purchasers named therein. The Initial Securities will be resold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, including appropriate legends as set forth in Section 3.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the "Temporary Regulation S Global Note"), without interest coupons. Beneficial interest in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together with the Temporary Regulations Global Note, each a "Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 3.13. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article Three for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the date on which the Initial Securities are originally issued (such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set in Section 3.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 3.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth in Section 2.2. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Section 2.2 are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Appears in 1 contract

Samples: Indenture (Stena Ab)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $100,000,000[ ] principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 306, 906, 1302 3.06 or 1405 and except for Additional Securities9.06 [or 11.08]. The Securities shall be known and designated as the "7 1/2“[ ]% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Notes due [ ]” of the Company. Their Stated Maturity for payment of principal shall be April 30, 2012 and they [ ]. Interest on the Securities shall bear interest accrue at the rate of 7 1/2[ ]% per annum (providedand shall be payable semiannually in arrears on each [ ] and [ ], that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable commencing [ ] to the principal amount Holders of record of Securities at the close of business on [ ] and [ ], respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall be increased to 121/2% accrue from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as the case may beif no interest has been paid, payable quarterly from [ ]. Interest on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to computed on the extent provided in the Securitiesbasis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. [The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated XI and in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. Securities.] [The Securities shall be subject to repurchase at the option of the Holder satisfaction and discharge as provided in Article XIVIV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.]

Appears in 1 contract

Samples: Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC)

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“8.625% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2025” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30December 1, 2012 2025, and they the Notes shall bear interest at the rate of 7 1/28.625% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February June 1, May 1, August 1, 2018 and November 1, commencing August 1, 1999semi-annually thereafter in arrears on June 1 and December 1 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Appears in 1 contract

Samples: Indenture (Weight Watchers International Inc)

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000200,000,000 issued on the date hereof and any Additional Securities that may be issued from time to time pursuant to Section 3.12, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 3063.06, 9069.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, 1302 or 1405 and except in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities (including, if applicable, Additional Securities). Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. The Securities shall be known and designated as the "7 1/29 1/8% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2008" of the CompanyIssuer. Their The Stated Maturity of the Securities shall be April 30March 1, 2012 and they 2008. The Securities shall bear interest at the rate of 7 1/29 1/8% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date February 27, 1998 or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, March 1 and November September 1, commencing August September 1, 19991998, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued ; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest Payment Date shall be determined on which payment is the basis of the number of days actually elapsed. With respect to be madeGlobal Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. The Holders of the such Global Securities shall also be entitled to receive Special Interest from time to time must surrender such Securities to the extent provided in the SecuritiesTrustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office or agency of the Company Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Company Issuer payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Issuer as provided in Article XIVTwelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. (b) With respect to any Securities issued after the date hereof (except for Exchange Securities or Substitute Securities) there shall be established in or pursuant to a Board Resolution, and subject to Section 3.03, set forth, or determined in a manner provided in an Officers' Certificate, prior to the issuance of such Securities: (i) the aggregate principal amount of such Securities which may be authenticated and delivered under this Indenture at such time; (ii) the date from which interest on such Securities shall accrue; (iii) whether such Securities shall be initially issued as Original Securities (in the form of Restricted Securities and/or Regulation S Securities) that are subject to an Exchange and Registration Rights Agreement, or instead shall be issued in the form of Registered Securities pursuant to a registration statement under the Securities Act; and (iv) the price at which such Additional Securities will initially be sold to the public (exclusive of any underwriter).

Appears in 1 contract

Samples: Indenture (RSL Communications LTD)

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1302 1013, 1015 or 1405 and except for Additional Securities1108. The Securities shall be known and designated as the "7 1/29 3/8% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2007" of the Company. Their The Stated Maturity of the Securities shall be April 30March 1, 2012 2007, and they the Securities shall each bear interest at the rate of 7 1/29 3/8% per annum (providedannum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the as such interest rate 30 applicable to may be adjusted as set forth in the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)Securities, from and including the Original Issuance Date March 4, 1997, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly semiannually on February March 1 and September 1 in each year, commencing September 1, May 1, August 1, and November 1, commencing August 1, 19991997, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securitieslawful) or premium, if any, shall be payable on demand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities will be exchangeable and transferable at the an office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made at the option of the Company payment of interest in cash may be made by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1013. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article XIEleven and in the Securities. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIIThirteen. The At the election of the Company, the entire Indebtedness on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be convertible defeased as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVFour.

Appears in 1 contract

Samples: Indenture (Packard Bioscience Co)

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000252,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 801, 906, 1302 1016, 1017 or 1405 and except for Additional Securities1108. The Initial Securities shall be known and designated as the "7 14 1/2% Convertible Junior Subordinated Debentures Due 2012Senior Discount Notes due 2008" of the Company. Their The Exchange Securities shall be known and designated as the "14 1/2% Series B Senior Discount Notes due 2008" of the Company. The Stated Maturity of the Initial Securities and the Exchange Securities shall be April 30July 15, 2012 and they shall bear 2008, and, except as otherwise set forth herein, original issue discount will accrete from the Issue Date up to July 15, 2003; thereafter cash interest will accrue at the rate of 7 14 1/2% per annum (providedfrom July 15, that2003, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which cash interest has been paid or duly provided for, as the case may bepayable on January 15 and July 15 in each year, payable quarterly on February 1commencing January 15, May 1, August 12004, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Each payment Except in the case of interest shall include interest accrued to but excluding a Registration Default (as defined in the Interest Payment Date on which payment is to be made. The Holders form of Securities), the principal of the Securities shall also be entitled to receive Special Interest from time to time not accrue cash interest until July 15, 2003, except in the case of a default in payment of the amount due at Maturity, in which case the amount due on the Securities shall bear interest at a rate of 14 1/2% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default to the date the payment of such amount has been made or duly provided in the Securitiesfor. Interest on any overdue principal amount shall be payable on demand. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Appears in 1 contract

Samples: Indenture (Entertainment Inc)

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