Issuance of Notes. The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.
Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering M...
Issuance of Notes. In return for the Consideration paid by each Lender, the Company shall sell and issue to such Lender one or more Notes. Each Note shall have a principal balance equal to that portion of the Consideration, less the Purchase Price of the Warrant, paid by such Lender for the Note, as set forth in the Schedule of Lenders. Each Note shall be convertible into Conversion Shares pursuant to Section 2.2 below.
Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC and Xxxxxxx Xxxxx Barney Inc. (the “Underwriters”) $250,000,000 aggregate principal amount of 10 3/4% Senior Notes due 2013 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors”). All references herein to the Notes include the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, inc...
Issuance of Notes. At the Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and, subject to all of the terms and conditions hereof, each of the Investors severally agrees to purchase, a convertible promissory note in the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint.
Issuance of Notes. The Notes are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all Taxes, liens and charges with respect to the issue thereof.
Issuance of Notes. Section 101 Issuance of Notes; Principal Amount; Maturity.
Issuance of Notes. On the date hereof, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in fully registered form only, the Subclass A-9 Notes upon the written order of the Issuer, in authorized denominations and in the names specified by the Issuer.
Issuance of Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a subordinated convertible promissory note in the form of Exhibit A hereto in the principal amount set forth opposite such Investor’s name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall not exceed $25,000,000.
Issuance of Notes. The Authority shall have the authority, upon complying with the provisions of this Article, to issue and deliver the Notes which shall be secured by the Trust Estate.
