Description of Senior Notes means the description of senior notes attached hereto as Exhibit T, as amended or modified from time to time; provided that no such amendment or modification shall be materially adverse to the Lenders unless the Arrangers and the Required Lenders have consented to such amendment or waiver.
Description of Senior Notes fairly summarizes the matters therein described; (vi) the Registration Statement has become effective under the Act; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice by the Commission objecting to its use has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and such counsel has no reason to believe that on the Effective Date and as of the “new effective date” with respect to the Securities pursuant to, and within the meaning of, Rule 430B(f)(2) under the Act, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (vii) such counsel has no reason to believe that the Disclosure Package, as of the Applicable Time of Sale, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial
Description of Senior Notes and "Plan of Distribution," in Item 15 of the Registration Statement, in the Company's most recent Annual Report or Form 10-K under the captions "Business" (but only as to fuel supply contracts) and "Legal Proceedings," insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings;
Examples of Description of Senior Notes in a sentence
If the space provided in the box captioned "Description of Senior Notes" is inadequate, the Certificate number(s) and/or the principal amount of Senior Notes and any other required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.
See "Description of Senior Notes -- Global Notes" in the accompanying Prospectus.
CERTAIN TERMS OF THE OFFERED NOTES The following description of the particular terms of the Offered Notes offered hereby supplements the description of the general terms and conditions of Senior Notes set forth under the heading "Description of Senior Notes" in the Prospectus, to which description reference is hereby made.
If less than the entire principal amount of Notes held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the columns labeled "Aggregate Principal Amount Tendered" of the box entitled "Description of Senior Notes Tendered" (Box 1A) above and/or the box entitled "Description of Senior Subordinated Notes Tendered" (Box 1B) above, as the case may be.
The information in the Prospectus under "Description of Senior Notes," "Description of Debt Securities," "Description of Other Indebtedness" and "Certain Provisions of Michigan Business Corporation Act," to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is correct in all material respects.
More Definitions of Description of Senior Notes
Description of Senior Notes means the description of notes attached hereto as Exhibit IV.
Description of Senior Notes and "Description of Senior Note Mortgage Bonds" fairly present the information required to be included in the Propspecuts insofar as such statements constitute summaries of certain documents referred to therein;
Description of Senior Notes fairly summarize the matters therein described. (p) There is no contract or document required to be described in the Disclosure Package or the Final Prospectus or to be filed as an exhibit to a document incorporated by reference into the Disclosure Package or the Final Prospectus which is not described of filed as required. (q) This Agreement has been duly authorized, executed and delivered by the Company. (r) The Indenture has been duly authorized and constitutes a legal, valid, binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); the Securities have been duly authorized, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (s) No consent, approval, authorization, filing with or order of any court or state or federal governmental agency or body, including the Commission and any applicable state utility commission or other regulatory authority, is required in connection with the transactions contemplated herein or in the Indenture, except (i) for the authorization of the Federal Energy Regulatory Commission (“FERC”), which authorization has been received and is in full force and effect and (ii) such as will be obtained under the Act and the Trust Indenture Act, and (iii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated by this Agreement, the Disclosure Package and the Final Prospectus. (t) The Company will apply the net proceeds from the issuance and sale of the Securities, as set forth under “Use of Proceeds” in the Disclosure Package and the Final Prospectus, in a manner consistent with the order authorizing the issuance and sale of the Securities.
Description of Senior Notes and "Underwriting" in the Prospectus and Item 15 of Part II of the Registration Statement, insofar as such statements constitute a description of legal matters, documents or proceedings or refer to statements of regulation, law or legal conclusions, are accurate in all material respects.
Description of Senior Notes and "Description of Senior Note Mortgage Bonds;"
Description of Senior Notes and "Description of Certain Indebtedness" in the Offering Circular, insofar as such statements constitute a summary of legal matters, documents or proceedings referred to therein, are correct in all material respects;
Description of Senior Notes and "Plan of Distribution" in the Offering Memorandum, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present in all material respects such legal matters, documents and proceedings;