Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes; (D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I). Section 8.02. With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or change the stated maturity, of any Note; (ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the Conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Indenture (Avnet Inc)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the (a) The Company and the Trustee Warrant Agent may amend amend, supplement or supplement modify this Indenture Agreement or the Notes Warrants without notice to or the consent of any Holder toHolder:
(Ai) to cure any ambiguity or correct any ambiguity, omission, defect inconsistency or inconsistency mistake in this Indenture Agreement or the NotesWarrants in a manner that is not inconsistent with the provisions of this Agreement and that does not adversely affect the rights, preferences and privileges of the Warrants or any Holder;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or and provide for the acceptance of the appointment, under this Indenture, of an appointment hereunder by a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effectWarrant Agent; or
(Liii) to make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of HoldersHolder.
(Ab) Generally. Subject to Sections 8.01Except as otherwise provided in paragraphs (a) or (c) of this Section 8.04, 7.05 and 7.09 this Agreement and the immediately following sentenceWarrants may be amended or modified only by means of a written amendment signed by the Company, the Company Warrant Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend outstanding Warrants. Any amendment or modification of or supplement to this Indenture Agreement or the Notes or waive compliance with Warrants, any waiver of any provision of this Indenture Agreement, and any consent to any departure by the Company or any Purchaser from the Notes. Notwithstanding anything to the contrary terms of any provision of this Agreement shall be effective only in the foregoing sentencespecific instance and for the specific purpose for which such amendment, but subject to Section 8.01supplement, modification, waiver or consent has been made or given. In addition, any term of a specific Warrant may be amended or waived with the written consent of the Company and the Holder of such Warrant.
(c) Notwithstanding the provisions of paragraph (b), without the consent of each affected HolderHolder affected, no an amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, maymay not:
(i) reduce increase the principal, or change the stated maturity, of any NoteExercise Price;
(ii) reduce the Redemption Price, term of the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the CompanyWarrants;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;make a material and adverse change that does not equally affect all Warrants; or
(iv) make any change that adversely affects decrease the Conversion rights number of shares of Common Stock, cash or other securities or property issuable upon exercise of the Warrants except, in each case, for adjustments expressly provided for in this Agreement.
(d) It is not necessary for Holders to approve the particular form of any Note;proposed amendment, supplement or waiver if their consent approves the substance thereof.
(ve) Subject to Section 8.04(h), an amendment, supplement or waiver under this Section 8.04(e) will become effective on receipt by the Warrant Agent of written consents from the Holders of the requisite percentage of the outstanding Warrants. After an amendment, supplement or waiver under this Section 8.04(e) becomes effective, the Company will send to the Holders affected thereby a notice describing the amendment, supplement or waiver in reasonable detail. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the rights validity of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);amendment, supplement or waiver.
(vif) change the ranking After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires type requiring the consent of each affected Holder. For the avoidance of doubtHolder affected, pursuant to clauses (i), (ii), (iii) and (iv) the terms of this Section 8.02(A)Agreement. If the amendment, no amendment or supplement to this Indenture or the Notes, or waiver is of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Warrant with respect to which consent was granted.
(g) If an amendment, supplement or waiver changes the terms of a Warrant, the Company or the Warrant Agent may require the Holder to deliver it to the Warrant Agent so that the Warrant Agent may place an appropriate notation of the changed terms on the Warrant and return it to the Holder, or exchange it for a new Warrant that reflects the changed terms. The Warrant Agent may also place an appropriate notation on any Warrant thereafter countersigned. However, the effectiveness of the amendment, supplement or waiver shall not be not affected Holderby any failure to annotate or exchange Warrants in this fashion.
(h) The Warrant Agent shall be entitled to receive, and will be fully protected in relying on, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Section 8.04 is authorized or permitted by this Agreement. If the Warrant Agent has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Warrant Agent. The Warrant Agent may, but shall not be obligated to, execute any amendment, supplement or waiver that affects the Warrant Agent’s own rights, duties or immunities under this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (McDermott International Inc)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without Securities may be amended or supplemented with the consent of any Holder to:
(A) cure any ambiguity or correct any omissionthe Holders of at least a majority in aggregate principal amount of the outstanding Securities, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants and certain existing Defaults or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to may be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding. In accordance with the terms of the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with Section 5.01 or Section 10.12 of the Indenture; (ii) to secure the obligations of the Company in respect of the Securities; (iii) to evidence and provide for the appointment of a successor Trustee in accordance with Section 7.08 of the Indenture; (iv) to comply with the provisions of any clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of the Securities pursuant to the Indenture; (v) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (vi) to make provisions with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture, (vii) to add or remove a Subsidiary Guarantor in accordance with Section 4.10 of the Indenture and (viii) to add or modify any other provision of this the Indenture with respect to matters or questions arising hereunder which the NotesCompany may deem necessary or desirable and which does not materially and adversely affect the rights of any Holder. Notwithstanding anything to In addition, the contrary in Company and the foregoing sentence, but subject to Section 8.01, Trustee may enter into a supplemental indenture without the consent of each affected HolderHolders of the Securities to cure any ambiguity, no amendment defect, omission or supplement to this inconsistency in the Indenture in a manner that does not, individually or in the Notesaggregate with all other changes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderrespect.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without (a) With the Consent prior written consent of Holders. Notwithstanding anything to the contrary in Section 8.02Collateral Trustee acting at the direction of an Act of Guaranteed Debtholders (except as provided below), the Company and the Trustee may amend Grantor may, from time to time, enter into written amendments or supplement this Indenture agreements supplemental hereto or the Notes without the consent of to any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default other Security Document for the benefit purpose of adding to or waiving any provision of this Agreement or such Security Document, granting any consent required under any other Security Documents or changing any of the Holders or surrender any right or power conferred on the Company;terms thereof; provided that
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election any consent, amendment or elimination will affect any Settlement Method theretofore elected (supplement that has the effect solely of adding or deemed maintaining Collateral, securing additional Guaranteed Obligations that were otherwise permitted by the terms of the Secured Debt Documents to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented secured by the related pricing term sheet, dated September 2, 2025;
(J) provide for Collateral or confirm preserving or perfecting the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of Liens on the SEC in connection with any qualification of this Indenture, Collateral or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined Collateral Trustee therein will become effective when executed and delivered by the Company in good faith. At Grantor and the written request of any Holder of a Note or owner of a beneficial interest in a Global NoteCollateral Trustee acting, for such purposes, at the Company will provide a copy direction of the “Description of Notes” section Grantor (and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent requirement of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver direction by an Act of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any NoteGuaranteed Debtholders);
(ii) reduce the Redemption Priceno consent, the Optional Repurchase Price amendment or the Fundamental Change Repurchase Price for any Note supplement that (A) reduces, impairs or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights right of any Note;
holder of a Guarantee to share in the proceeds of Collateral as provided in Article V or require that the Liens of the Security Documents be released, will be effective without the additional consent of such holder or (vB) impair amends or otherwise modifies Section 4.01 or the rights definitions of any Holder “Act of Guaranteed Debtholders”, “Default”, “Default Period”, “Equally and Ratably” or “Required Guaranteed Debtholders” set forth in Section 7.09 (as such section is in effect on 1.01, will be effective without the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the additional consent of each affected Holder. For the avoidance all holders of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.Guaranteed Obligations;
Appears in 1 contract
Sources: Collateral Trust Agreement (Environmental Power Corp)
Amendments, Supplements and Waivers. Section 8.01(a) With the written consent of (i) the Administrative Agent and (ii) either the Rollover Note Trustee and/or such Rollover Noteholders as may be required under the Rollover Note Indenture, the Joint Collateral Agent and the Company may, at any time and from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or changing in any manner the rights of the Joint Collateral Agent, the Secured Parties or the Credit Parties hereunder. Any such supplemental agreement shall be binding upon the Credit Parties, the Administrative Agent, the Rollover Note Trustee, the Secured Parties and the Joint Collateral Agent and their respective successors. Without the Consent consent of Holders. Notwithstanding anything the Secured Parties, the Joint Collateral Agent and any of the Credit Parties may, at any time and from time to time, enter into one or more additional Collateral Documents or one or more agreements supplemental hereto or to the contrary Collateral Documents, in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect form satisfactory to the Company’s obligations under this Indenture or the Notes;
Joint Collateral Agent, (Ci) secure the Notes;
(D) to add to the Company’s covenants or Events of Default the Credit Parties for the benefit of the Holders Secured Parties or to surrender any right or power herein conferred on upon the Company;
Credit Parties, (Eii) provide to mortgage to the Joint Collateral Agent any property or assets as additional security for the assumption of Secured Obligations, or (iii) to cure any ambiguity, to correct or supplement any provision herein or in the Company’s obligations under this Indenture and the Notes pursuant toCollateral Documents which may be defective or inconsistent with any other provision herein or therein, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection or to make any other provision with a Common Stock Change Event;
(G) irrevocably elect respect to matters or eliminate questions arising hereunder which other provision shall not be inconsistent with any Settlement Method or Specified Dollar Amountprovision hereof; provided, however, that any such action contemplated by this clause (iiii) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, shall not adversely affect the rights interests of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture first Priority Secured Parties or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderSecond Priority Secured Parties.
Appears in 1 contract
Sources: Intercreditor and Collateral Agency Agreement (Mariner Health Care Inc)
Amendments, Supplements and Waivers. US-DOCS\75580855.16 ACCO Indenture
(a) Notwithstanding Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.029.02, the Company Issuer, the Guarantors, and the Trustee may amend or supplement this Indenture Indenture, the Notes or the Notes Note Guarantees without the consent of any Holder toof a Note:
(Ai) to cure any ambiguity or correct any ambiguity, omission, mistake, defect or inconsistency inconsistency;
(ii) to provide for uncertificated Notes in this Indenture addition to or the in place of certificated Notes;
(Biii) add guarantees with respect to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, in either case as permitted by Section 4.11 or Section 5.01;
(iv) to make any change that would provide any additional rights or benefits to the Company’s obligations Holders of Notes or that does not adversely affect the legal rights under this Indenture or the Notesof any such Holder;
(Cv) secure to comply with Section 4.11, provided that any such supplemental indenture need be signed only by the NotesIssuer, the added Guarantor, and the Trustee;
(Dvi) add to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the Company’s covenants extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or Events the Note Guarantees;
(vii) to evidence and provide for the acceptance of Default appointment by a successor Trustee (provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture);
(viii) to provide for the issuance of Additional Notes in accordance with this Indenture; or
(ix) to grant any Lien for the benefit of the Holders or surrender any right or power conferred on of the Company;Notes.
(Eb) provide for Upon the assumption request of the Company’s obligations Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and the Notes pursuant to, to make any further appropriate agreements and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amountstipulations that may be therein contained; provided, however, that (i) the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Article Nine becomes effective, the Issuer will mail or send to the Holders a notice briefly describing such amendment. The failure to give such notice to all US-DOCS\75580855.16 ACCO Indenture Holders, or any defect therein, will not impair or affect the validity of an amendment under this Article Nine. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under ARTICLE Four, or action taken in compliance with such election or elimination will affect any Settlement Method theretofore elected (or covenants in effect at the time of such action, shall be deemed to be elected) with respect to make any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can change in no event result in a Specified Dollar Amount the provisions of less than $1,000 per $1,000 principal amount of Notes applying the indenture relating to the Conversion rights of any Note;holders of the Notes to receive payments of principal of, premium on, if any, or interest, if any, on the Notes.
(Ha) evidence Except as otherwise provided in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or provide for the acceptance of the appointment, under supplement this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including, amend without limitation, consents obtained in connection with a purchase of, or supplement this Indenture a tender offer or the Notes exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any Default or waive Event of Default or non-compliance with with, or requirement for future compliance with, any provision of this Indenture Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01However, without the consent of each affected HolderHolder of an outstanding Note affected, no amendment or an amendment, supplement to this Indenture or the Notes, or waiver of under this Section 9.02 may not (with respect to any provision of this Indenture or the Notes, may:Notes held by a non-consenting Holder):
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the principal amount of Notes whose Holders must consent to any an amendment, supplementsupplement or waiver;
(ii) reduce the rate of or change the time for payment of interest on, any Note;
(iii) reduce the principal of or change the Stated Maturity of any Note;
(iv) waive or reduce any payment or premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Section 3.08 (other than the requirement to provide not less than 30 days’ notice);
(v) make any Note payable in money or currency other than that stated in such Note;
(vi) impair the right of any Holder to receive payment of principal of, or premium ,if any, or interest on such Holder’s Notes on or after the due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; US-DOCS\75580855.16 ACCO Indenture
(vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, interest, if any, or premium, if any, on, the Notes;
(viii) make any change in the amendment and waiver provisions herein which require each Holder’s consent;
(ix) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(x) expressly subordinate such Note or any Note Guarantee to any other modificationIndebtedness of the Issuer or any Guarantor or make any other change in the ranking or priority of any Note that would adversely affect the Holders;
(xi) amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(xii) except as otherwise permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under this Indenture; or
(ixxiii) make any direct waive a Default or indirect change Event of Default in the payment of principal of, premium on, if any, interest , if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration).
(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplementsupplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
(c) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of such amendment, supplement or modification provision of waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or US-DOCS\75580855.16 ACCO Indenture immunities under this Indenture or otherwise, in which case the Notes that requires Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.
(d) After an amendment, supplement or waiver under this Article Nine becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article Nine.
(e) It shall not be necessary for the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of Holders under this Section 8.02(A), no amendment or supplement 9.02 to this Indenture or approve the Notes, or waiver particular form of any provision of this Indenture proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdersubstance thereof.
Appears in 1 contract
Sources: Indenture (ACCO BRANDS Corp)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity Securities may be amended or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants supplemented and certain existing Defaults or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to may be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding. In accordance with the terms of the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with Sections 5.01 and 10.12 of the Indenture and, in accordance with Section 10.15(f) of the Indenture, to give effect to an election, pursuant to such Section 10.15(f), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change;(ii) to make any changes or modifications to the Indenture necessary in connection with the registration of the public offer and sale of the Securities under the Securities Act or the qualification of the Indenture under the TIA; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (v) to make provision of this with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Notes. Notwithstanding anything Conversion Rate in accordance with the Indenture; (vi) to add additional events that shall constitute an Event of Default under the contrary Indenture; (vii) to provide for a successor Trustee in accordance with the Indenture; and (viii) if, at any time, the Securities are in the foregoing sentenceform of Physical Securities, but subject to Section 8.01provide for such Securities to be held as Global Securities in addition to or in place of such Physical Securities. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of each affected HolderHolders of the Securities to (x) cure any ambiguity, no amendment defect, omission or supplement to this inconsistency in the Indenture in a manner that does not individually or in the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that aggregate adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 any material respect or (as such section is in effect on y) add or modify any other provisions with respect to matters or questions arising under the Issue Date);
(vi) change Indenture that the ranking Company and the Trustee may deem necessary or desirable and that shall not adversely affect the interests of the Notes;
(vii) make Holders of the Securities in any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdermaterial respect.
Appears in 1 contract
Sources: Indenture (Toreador Resources Corp)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything (a) Subject to the contrary terms of the Intercreditor Agreement, with the written consent of the Indenture Trustee and each New Second Lien Representative (if any) (in each case given in accordance with (x) the requirements (including the amendment provisions) of the Second Lien Documents with respect to the applicable Series of Second Lien Obligations or (y) Section 8.18 of this Agreement (if applicable)), the Collateral Agent and the Trustors may, from time to time, enter into written supplements, amendments, restatements, waivers or other modifications to this Agreement or any Second Lien Collateral Document for the purpose of adding to, amending, waiving or otherwise modifying any provision of this Agreement or any Second Lien Collateral Document or changing the rights of the Collateral Agent, the Second Lien Secured Parties or the Trustors hereunder or thereunder; provided, however, that:
(i) no such supplement, amendment, restatement, waiver or other modification shall, without the written consent of the Collateral Agent, (x) amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder or under any Second Lien Collateral Document or (y) amend or modify the definition of “Majority Holders” set forth in Section 8.021.2;
(ii) any such supplement, amendment, restatement, waiver or other modification that would only adversely affect the Second Lien Obligations of a particular Series shall require only the written consent of the Representative with respect to such Series (given in accordance with the requirements (including the amendment provisions if applicable) of the Second Lien Documents with respect to such Series); and
(iii) any such supplement, amendment, restatement, waiver or other modification that has the effect of releasing Second Lien Collateral from the Liens granted pursuant to the Second Lien Collateral Documents other than as provided for in Section 7.1 shall be effective only if made in accordance with the requirements of, and the amendment provisions set forth in, the Company Second Lien Documents; provided, however, that notwithstanding the foregoing, (x) no Trustor shall have any right to consent to or approve any supplement, amendment, restatement, waiver or other modification of any provision of this Agreement that is solely and exclusively an intercreditor matter that affects the Trustee may amend Second Lien Secured Parties and does not adversely affect the rights or supplement this Indenture obligations of any Trustor (including, without limitation, Sections 2.4 and 4.4), but the Collateral Agent shall provide a copy of any such executed amendment, restatement, supplement, modification or waiver to the Notes Trustors and (y) without the consent of any Holder toSecond Lien Secured Party, any Second Lien Collateral Document may be supplemented, amended, restated, waived or otherwise modified (A) to the extent (and only to the extent) required (i) by the Intercreditor Agreement or (ii) to allow for any release of Second Lien Collateral that is expressly permitted by Section 7.1 and (B) in the following circumstances:
(A1) to cure any ambiguity or correct any omissionambiguity, defect or inconsistency in this Indenture Agreement, the Second Lien Security Agreement or the Notesany other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed;
(B2) add guarantees to comply with respect to (i) Article 5 of the Company’s obligations under this Indenture or (ii) the Notescomparable provisions of any New Second Lien Documents; provided, in the case of clause (ii), that the applicable supplement, amendment, restatement, waiver or other modification does not adversely affect the Second Lien Note Obligations;
(C3) secure to comply with any requirements of the NotesSecurities and Exchange Commission in connection with the qualification under the Trust Indenture Act of 1939 of (i) the Indenture or (ii) any New Second Lien Documents; provided, in the case of clause (ii), that the applicable supplement, amendment, restatement, waiver or other modification does not adversely affect the Second Lien Note Obligations;
(D4) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture evidence and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of an appointment by a successor TrusteeIndenture Trustee or Collateral Agent;
(I5) to conform the provisions text of this Indenture and Agreement, the Notes Second Lien Security Agreement or any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed to any provision of the “Description of Notes” section of the Company’s preliminary offering memorandummemorandum dated February 24, dated September 2, 2025, as supplemented 2010 relating to the offering by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement Company of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effectNotes; or
(L6) to make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not materially and adversely affect the rights of any Second Lien Secured Party. Any such supplement, amendment, restatement, waiver or other modification shall be binding upon the HoldersTrustors, as suchthe Second Lien Secured Parties and the Collateral Agent and their respective successors. The Collateral Agent shall not enter into any such supplement, amendment, restatement, waiver or other modification unless it shall have received (x) written authorization from the Indenture Trustee and each New Second Lien Representative to enter into same, which authorization shall include a statement to the effect that the requisite holders of the applicable Series of Second Lien Obligations (determined under the Second Lien Documents governing such Series) have authorized the entry into same and (y) an Officer’s Certificate to the effect that such supplement, amendment, restatement, waiver or other modification will not result in any material respect, as determined by the Company in good faith. At the written request a breach of any Holder of a Note provision or owner of a beneficial interest covenant contained in a Global Notethe Indenture, any other Second Lien Document, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of HoldersIntercreditor Agreement or this Agreement.
(Ab) Generally. Subject to Sections 8.01, 7.05 and 7.09 and Notwithstanding the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01foregoing, without the consent of each affected Holderany Second Lien Secured Party, no amendment the Collateral Agent and the Trustors, at any time and from time to time, may enter into additional pledge or supplement Second Lien Collateral Documents or one or more agreements supplemental hereto or to this Indenture or any Second Lien Collateral Document, in form satisfactory to the Notes, or waiver of any provision of this Indenture or the Notes, mayCollateral Agent:
(i) reduce to add to the principalcovenants of the Trustors, for the benefit of the Second Lien Secured Parties, or change to surrender any right or power herein conferred upon the stated maturity, of any NoteTrustors;
(ii) reduce the Redemption Price, the Optional Repurchase Price to pledge or the Fundamental Change Repurchase Price for grant a security interest in any Note property or change the times at whichassets that are required to be pledged, or in which a security interest is required to be granted, to the circumstances under which, the Notes may Collateral Agent pursuant to any Second Lien Collateral Document or will be redeemed or repurchased by the Company;any other applicable Second Lien Document; and
(iii) reduce the rateto cure any ambiguity or omission, to correct or to supplement any provision herein or in any Second Lien Collateral Document that may be defective or inconsistent with any other provision herein or therein, or extend the time for the payment, of interest on any Note;
(iv) to make any change other provisions with respect to matters or questions arising hereunder or under any Second Lien Collateral Document that adversely affects the Conversion rights shall not be inconsistent with any provision hereof or of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderSecond Lien Collateral Document.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without Securities may be amended or supplemented with the consent of any Holder to:
(A) cure any ambiguity or correct any omissionthe Holders of at least a majority in aggregate principal amount of the outstanding Securities, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants and certain existing Defaults or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to may be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding. In accordance with the terms of the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with Section 10.11 of the Indenture and, in accordance with Section 10.14(e) of the Indenture, to give effect to an election, pursuant to such Section 10.14(e), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change; (ii) to make adjustments in accordance with the Indenture to the right to convert the Securities upon certain reclassifications or changes in the Common Stock and certain consolidation mergers and binding share exchanges upon the sale, transfer, lease, conveyance or other deposition of all or substantially all the Company’s property or assets; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any provision right or power conferred upon the Company; (v) to make provisions with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture; (vi) to evidence the assumption of this the Company’s Obligations under the Indenture or the NotesSecurities, as the case may be, by a successor upon the Company’s consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets in accordance with the Indenture. Notwithstanding anything to In addition, the contrary in Company and the foregoing sentence, but subject to Section 8.01, Trustee may enter into a supplemental indenture without the consent of each affected HolderHolders of the Securities to cure any ambiguity, no amendment defect, omission or supplement inconsistency in the Indenture in a manner that does not, individually or in the aggregate with all other modifications made or to this Indenture or be made to the NotesIndenture, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
any material respect; (vii) make to comply with the rules or regulations of any Note payable in money, securities exchange or at a place automated quotation system on which any of payment, other than that stated in this Indenture the Securities may be listed or the Note;
traded; or (viii) reduce to add to, change or eliminate any of the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Notes TIA, provided that requires such action does not adversely affect the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment rights or supplement to this Indenture or the Notes, or waiver interests of any provision Holder of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderSecurities.
Appears in 1 contract
Sources: Indenture (Diodes Inc /Del/)
Amendments, Supplements and Waivers. Section 8.0110.1 WITHOUT CONSENT OF THE CONTROLLING PARTY OR HOLDERS. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the The Company and the Trustee or the Collateral Agent, as the case may be, may amend or supplement this Indenture Indenture, the Securities and the other Operative Documents and, upon request of the Company, the Trustee shall amend or supplement the Notes Support Documents, in each case without the notice to or consent of any Holder toSecurityholder and, except as otherwise provided in the Support Documents, without notice to or consent of the Liquidity Provider or the Policy Provider:
(Ai) cure any ambiguity to provide for uncertificated Securities in addition to or correct any omission, defect or inconsistency in this Indenture or the Notesplace of certificated Securities;
(Bii) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s 's obligations under this Indenture the Operative Documents and the Notes pursuant toSecurities in the case of a merger or consolidation or conveyance, and in compliance with, Article 6transfer or lease of all or substantially all of the assets of the Company or otherwise to comply with Section 5.4;
(Fiii) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement requirements of the SEC in connection with any the qualification of this Indenture, or any related supplemental indenture, Indenture under the Trust TIA;
(iv) to effect the amendments contemplated by Section 3.5(e)(v)(y);
(v) to provide for the effectiveness of a Collateral Agreement pursuant to Section 3.1 of the Collateral Maintenance Agreement;
(vi) to provide for the issuance of the Subordinated Securities;
(vii) to comply with the requirements of DTC, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture Actor the Securities relating to transfers and exchanges of the Securities or beneficial interests therein;
(viii) to provide for any successor Trustee or Collateral Agent;
(ix) to cure any ambiguity, as then in effectdefect or inconsistency; or
(Lx) to make any other change to this Indenture or not inconsistent with the Notes provisions hereof, PROVIDED that such action does not, individually or in the aggregate with all other such changes, not materially adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request interests of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I). Securityholder.
Section 8.02. With the Consent of Holders10.2 WITH CONSENT OF THE CONTROLLING PARTY, LIQUIDITY PROVIDER AND HOLDERS.
(Aa) GenerallyThe Company and the Trustee or the Collateral Agent, as the case may be, may amend or supplement this Indenture, the Securities and the other Operative Documents and, upon request of the Company, the Trustee shall amend or supplement the Support Documents, in each case without notice to or consent of the Liquidity Provider or the Policy Provider and without notice to any Securityholder but with the written consent of the Controlling Party, PROVIDED that (i) Sections 3.5, 3.6, 3.8 and 3.9 of this Indenture may not be modified without the consent of the Liquidity Provider and the Policy Provider and (ii) the Collateral Maintenance Agreement and the Support Documents may not be modified other than in accordance with the provisions thereof. Subject to Sections 8.017.4, 7.05 7.5 and 7.09 7.7, unless any Event of Default has occurred and is continuing, the Controlling Party may authorize the Trustee to, and the immediately following sentenceTrustee, subject to Section 10.6, upon such authorization shall, waive compliance by the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture Indenture, the Securities or the Notesother Operative Documents. Notwithstanding anything However, an amendment, supplement or waiver, including a waiver pursuant to the contrary in the foregoing sentenceany provision of Section 7.4, but subject to Section 8.01, may not without the consent of the Liquidity Provider, the Policy Provider and each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, maySecurityholder affected:
(i) reduce the principalamount of Securities whose Holders must consent to an amendment, supplement or change the stated maturity, of any Notewaiver;
(ii) reduce the Redemption Price, rate or extend the Optional Repurchase Price or the Fundamental Change Repurchase Price time for payment of interest on any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the CompanySecurity;
(iii) reduce the rate, amount or extend the time for the paymentpayment of principal of or Premium, of interest if any or Break Amount, if any, with respect to (in each case, whether on redemption or otherwise) any NoteSecurity;
(iv) make change the place of payment where, or the coin or currency in which, any change that adversely affects Security (or the Conversion rights of any Noteredemption price thereof), interest thereon, or Premium, if any, or Break Amount, if any, with respect thereto is payable;
(v) impair change the rights distribution and application of any Holder set forth payments as described in Section 7.09 3.2 of this Indenture (except to provide for distributions on Subordinated Securities as such section is in effect on the Issue Datepermitted by Section 2.18);
(vi) change waive a default in the ranking payment of the Notesprincipal of, interest on, or Premium, if any, or Break Amount, if any, with respect to any Security;
(vii) make any Note payable changes in moneySections 7.4, 7.7 or at a place of payment, other than that stated in this Indenture 7.10 or the Note;third sentence of this Section 10.2(a); or
(viii) reduce impair the right of any Holder to institute suit for the enforcement of any amount of Notes whose Holders must consent to payable on any amendment, supplement, waiver or other modification; orSecurity when due.
(ixb) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires It shall not be necessary for the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of Holders under this Section 8.02(A), no amendment or supplement to this Indenture or approve the Notes, or waiver particular form of any provision of this Indenture proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdersubstance thereof.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity Securities may be amended or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants supplemented and certain existing Defaults or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to may be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding. In accordance with the terms of the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with SECTIONS 5.01 and 10.12 of the Indenture and, in accordance with Section 10.15(f) of the Indenture, to give effect to an election, pursuant to such Section 10.15(f), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change; (ii) to make any changes or modifications to the Indenture necessary in connection with the registration of the public offer and sale of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (v) to make provision of this with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Notes. Notwithstanding anything Conversion Rate in accordance with the Indenture; (vi) to add additional events that shall constitute an Event of Default under the contrary Indenture; (vii) to provide for a successor Trustee in accordance with the Indenture; (viii) if, at any time, the Securities are in the foregoing sentenceform of Physical Securities, but subject to Section 8.01provide for such Securities to be held as Global Securities in addition to or in place of such Physical Securities; and (ix) to provide for the issuance of Additional Securities in connection with the exercise by the Initial Purchasers of the Option to purchase up to an additional $11,250,000 aggregate principal amount of Securities. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of each affected HolderHolders of the Securities to (x) cure any ambiguity, no amendment defect, omission or supplement to this inconsistency in the Indenture in a manner that does not individually or in the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that aggregate adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 any material respect or (as such section is in effect on y) add or modify any other provisions with respect to matters or questions arising under the Issue Date);
(vi) change Indenture that the ranking Company and the Trustee may deem necessary or desirable and that shall not adversely affect the interests of the Notes;
(vii) make Holders of the Securities in any Note payable in money, or at a place of payment, other than material respect; provided that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver addition or modification provision made solely to conform the provisions of this the Indenture or to the Notes that requires "Description of notes" in the consent of each affected Holder. For Offering Memorandum will not be deemed to adversely affect the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver interests of any provision of this Indenture or the Notes, may (except as expressly provided otherwise Holder in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdermaterial respect.
Appears in 1 contract
Sources: Indenture (Toreador Resources Corp)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2May 27, 2025, as supplemented by the related pricing term sheet, dated September 2May 27, 2025; ;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I). .
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Indenture (DoorDash, Inc.)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the NotesNotes or any Guarantees;
(D) add to the Company’s or Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the CompanyCompany or any Guarantor;
(E) provide for the assumption of the Company’s or any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 66 or Section 9.04, as applicable;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock an Ordinary Share Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture, Indenture or any related supplemental indenture, indenture under the Trust Indenture Act, as then in effect;
(K) to comply with the rules of the Depositary; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. (a) With the written consent of --------------------------------------- the Administrative Agent, the Trustee and the Obligors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to, or waiving any provisions of, this Trust Agreement or any Trust Security Document or changing in any manner the rights of the Trustee, the Secured Parties or the Obligors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify -------- or waive any provision of this subsection 6.3 without the written consent of the Administrative Agent and each Public Debt Trustee, (ii) except as provided in the next succeeding sentence, reduce the percentages or change the numbers specified in the definition of Required Secured Parties or Required Other Collateral Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 8.014 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. Without In addition, if the Consent Administrative Agent shall advise the Trustee in writing that the Required Lenders (as defined in the Credit Agreement) have agreed with the Company that additional indebtedness of Holders. Notwithstanding anything the Company shall be secured equally and ratably by all or any portion of the Collateral, the Trustee shall enter into such supplemental agreements satisfactory to the contrary Trustee with the Obligors as shall be reasonably requested by the Administrative Agent to effect such agreement (which supplemental agreement may be in Section 8.02the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the Obligors, the Company Administrative Agent, each Public Debt Trustee, the Secured Parties and the Trustee may amend or supplement this Indenture or the Notes without and their respective successors.
(b) Without the consent of the Administrative Agent, any Holder to:
(A) cure Public Debt Trustee or any ambiguity Secured Party, the Trustee and any of the Obligors, at any time and from time to time, may enter into one or correct more agreements supplemental hereto or to any omissionTrust Security Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect form satisfactory to the Company’s obligations under this Indenture or the Notes;
Trustee, (Ci) secure the Notes;
(D) to add to the Company’s covenants or Events of Default such Obligor for the benefit of the Holders Secured Parties or to surrender any right or power herein conferred on upon such Obligor; (ii) to mortgage or pledge to the Company;
(E) provide Trustee, or grant a security interest in favor of the Trustee in, any property or assets as additional security for the assumption of the Company’s obligations under this Indenture and the Notes pursuant toSecured Obligations; or (iii) to cure any ambiguity, and to correct or supplement any provision herein or in compliance withany Trust Security Document which may be defective or inconsistent with any other provision herein or therein, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate to make any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) other provision with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election matters or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply questions arising hereunder which shall not be inconsistent with any requirement of the SEC in connection with provision hereof; provided that any qualification of such action -------- contemplated by this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
clause (Liii) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, shall not adversely affect the rights interests of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of HoldersSecured Parties.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Trust Agreement (Federal Mogul Corp)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without Securities may be amended or supplemented with the consent of any Holder to:
(A) cure any ambiguity or correct any omissionthe Holders of at least a majority in aggregate principal amount of the outstanding Securities, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants and certain existing Defaults or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to may be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding. In accordance with the terms of the Indenture, the Company may amend or supplement this Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with SECTIONS 5.01 and 10.11 of the Indenture; (ii) to make any provision changes or modifications to the Indenture necessary in connection with the registration of this the public offer and sale of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iii) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; (iv) to secure the obligations of the Company in respect of the Securities; (v) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (vi) to make provisions with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture; (vii) to conform, as necessary, the Indenture and the form or terms of the Notes to the "Description of the Notes. Notwithstanding anything to the contrary " set forth in the foregoing sentencefinal offering memorandum; and (viii) to make any changes of a formal minor or technical nature or necessary to correct a manifest error or comply with mandatory provisions of applicable law as evidence by an Opinion of Counsel as long as such change does not adversely affect the rights of the Holders of the Securities in any material respect. In addition, but subject to Section 8.01the Company, the Trustee and the Securities Agent may enter into a supplemental indenture without the consent of each affected HolderHolders of the Securities to cure any ambiguity, no amendment defect, omission or supplement inconsistency in the Indenture in a manner that does not, individually or in the aggregate with all other modifications made or to this Indenture or be made to the NotesIndenture, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdermaterial respect.
Appears in 1 contract
Sources: Indenture (LDK Solar Co., Ltd.)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary (a) Except as set forth in Section 8.029.3(b), the Company Collateral Agent, the Trust and the Trustee Holders may amend not enter into written agreements supplemental hereto for the purpose of adding any provisions to this Agreement, waiving any provisions hereof or supplement this Indenture changing in any manner the rights of the Collateral Agent, any Secured Parties or any Holders hereunder without the Notes without prior written consent of such Secured Parties and Holders, which consent shall not be unreasonably withheld or delayed. Any such supplemental agreement shall be binding upon the Holders, the Secured Parties, the Collateral Agent and their respective successors or assigns.
(b) Without the consent of any Secured Party, the Collateral Agent, the Trust, Harco and any Holder to:
(A) cure any ambiguity may enter into one or correct any omissionmore Collateral Supplements or other agreements supplemental hereto, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect form satisfactory to the Company’s obligations under this Indenture or the Notes;
Collateral Agent, (Ci) secure the Notes;
(D) to add to the Company’s covenants of Harco, the Trust or Events of Default such Holder for the benefit of the Holders or applicable Secured Parties, (ii) to surrender any right or power herein conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant toupon Harco, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and to mortgage or pledge to the Collateral Agent, or grant a security interest in favor of the Collateral Agent in, any property or assets as additional security for the Secured Obligations, or (iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to add any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that any such action contemplated by this paragraph (b) shall -------- not adversely affect the interests of this Section 8.02(A)any Secured Parties.
(c) Each Collateral Supplement entered into prior to April 15, no amendment or 1999 shall constitute a valid and effective supplement to this Indenture or the Notesamended and restated Collateral Agency Agreement, or waiver and shall be subject to this Collateral Agency Agreement as amended and restated as of any provision of this Indenture or the NotesApril 15, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder1999.
Appears in 1 contract
Sources: Collateral Agency Agreement (Navistar Financial Retail Receivables Corporation)
Amendments, Supplements and Waivers. Section 8.01. (a) Without the Consent of Holders. Notwithstanding anything The Issuers, when authorized by resolutions of their boards of directors (as evidenced by the delivery of such resolution to the contrary in Section 8.02Trustee), the Company and the Trustee may modify, amend or supplement this Indenture Indenture, or the Notes without the notice to or consent of any Holder to:
(Ai) cure any ambiguity or correct any ambiguity, omission, mistake, defect or inconsistency in inconsistency;
(ii) to provide for the assumption by a successor to an Issuer of the obligations of such Issuer under this Indenture or and the Notes;
(Biii) add guarantees with respect to the Company’s obligations under this Indenture provide for uncertificated Notes in addition to or the in place of certificated Notes;
(Civ) to secure the Notes;
(Dv) to add guarantors of the Notes;
(vi) to add to the Company’s covenants or Events of Default any Issuer for the benefit of the Holders holders or to surrender any right or power conferred on the Companyupon any Issuer;
(Evii) provide for to make any change that does not adversely affect the assumption rights of any holder in any material respect (as determined in good faith by the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6Issuers);
(Fviii) enter into supplemental indentures pursuant to, to evidence and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, appointment of a successor Trusteetrustee;
(Iix) to conform the provisions text of this Indenture and or the Notes to any provision of the section of the Proxy Statement entitled “Description of the New DML Unsecured Notes” to the extent that such provision in the section of the Company’s preliminary offering memorandum, dated September 2, 2025Proxy Statement entitled “Description of the New DML Unsecured Notes” was intended by the Issuer to be a verbatim recitation of a provision of this Indenture or the Notes, as supplemented by the related pricing term sheetapplicable, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B)as stated in an Officer’s Certificate;
(Kx) as determined by the Trustee, to comply with any requirement of the SEC Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act or otherwise in connection with any the qualification of this Indenture, or any related supplemental indenture, Indenture under the Trust Indenture Act, as then in effect; or;
(Lxi) make to add to or change or eliminate any other change provision of this Indenture as shall be necessary in accordance with any amendments to the Trust Indenture Act.
(xii) to effect any provision of this Indenture or to provide for the issuance of Additional Notes that does notin accordance with, individually or and if permitted by, the terms of and limitations set forth in the aggregate with all other such changesIndenture; and
(xiii) in the event the PIK Notes are issued in certificated form, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of to establish minimum redemption amounts for certificated PIK Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(Ab) Generally. Subject With Consent of Majority of Holders Except as provided in Section 9.01(c) below and Section 6.04 and without prejudice to Sections 8.01, 7.05 and 7.09 and the immediately following sentenceSection 9.01(a), the Company Issuers and the Trustee may, may with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a tender offer or in exchange for the Notes):
(i) modify, amend or supplement this Indenture or the Notes or Notes, or
(ii) waive compliance by the Issuers with any provision of this Indenture or the Notes. Notwithstanding anything to .
(c) Without the contrary in the foregoing sentence, but subject to Section 8.01, without Consent of Each Affected Holder Without the consent of the Holder of each outstanding Note affected Holderthereby, no amendment amendment, modification, supplement or waiver, including a waiver pursuant to Section 6.04 and an amendment, modification or supplement pursuant to this Indenture or the Notes, or waiver of any provision of this Indenture or the NotesSection 9.01, may:
(i) reduce the principalprincipal amount of Notes whose holders must consent to any amendment, supplement, or change waiver of the stated maturity, provisions of any Notethis Indenture;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, rate of or extend the time for the payment, payment of interest on any Note;
(iviii) make any reduce the principal of or change that adversely affects the Conversion rights Stated Maturity of any Note;
(viv) impair reduce the rights premium payable upon the redemption of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) Note or change the ranking dates on which any such premium is payable upon redemption as described under Section 3.01 and paragraph six of the Notes;
(viiv) make any Note payable in money, or at a place of payment, money other than that stated in this Indenture or the such Note;
(viiivi) reduce expressly subordinate the amount of Notes whose Holders must consent to any amendmentother Debt of the Issuer or any Subsidiary;
(vii) impair the contractual right of any holder to receive payment of principal of, supplementpremium, waiver if any, and interest on such holder’s Note on or other modificationafter the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note; or
(ixviii) make any direct change in the amendment provisions or indirect change to any amendment, supplement, in the waiver or modification provision of this Indenture or the Notes that requires the consent of provisions which require each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderholder’s consent.
Appears in 1 contract
Sources: Indenture (Difl Us Ii LLC)
Amendments, Supplements and Waivers. (a) With the written consent of the Trustees, the Collateral Agent and the Trustors may, from time to time, enter into written agreements among them supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any Collateral Document or changing in any manner the rights of the Collateral Agent, the Holders or the Trustors hereunder or thereunder; provided, however, that no such supplemental agreement shall,
(i) without the written consent of both Trustees, (A) amend, modify or waive any provision of Section 8.014.4 or this Section 8.1, (B) reduce the percentage specified in the definition of Majority Holders, or (C) amend or modify the definition of the term “Secured Obligations”;
(ii) without the written consent of both Trustees, amend, modify or waive any provision of Section 4.5;
(iii) without the written consent of the Collateral Agent, amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder; or
(iv) without the written consent of the Collateral Agent, amend or modify the definition of “Majority Holders” set forth in Section 1 of this Agreement. Without Any such supplemental agreement shall be binding upon the Consent Trustors, the Holders and the Collateral Agent and their respective successors. The Collateral Agent shall not enter into any such supplemental agreement unless it shall have received a certificate of Holders. Notwithstanding anything a Responsible Officer to the contrary effect that such supplemental agreement will not result in Section 8.02, the Company and the Trustee may amend a breach of any provision or supplement this Indenture or the Notes without covenant contained in either Indenture.
(b) Without the consent of any Holder to:Holders, the Collateral Agent and the Trustors, at any time and from time to time, may enter into additional pledge or Collateral Documents or one or more agreements supplemental hereto or to any Collateral Document, in form satisfactory to the Collateral Agent,
(Ai) to add to the covenants of the Trustors, for the benefit of the Holders, or to surrender any right or power herein conferred upon the Trustors;
(ii) to mortgage, pledge or grant a security interest in any property or assets that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Agent pursuant to any Collateral Document or either Indenture;
(iii) to evidence the release, termination or discharge of any Lien securing the Secured Obligations when such release, termination or discharge is permitted by both Indentures and this Agreement;
(iv) to release Collateral as permitted under both Indentures and the Collateral Documents;
(v) to make any change that does not materially adversely affect the rights of any Holder; and
(vi) to cure any ambiguity or correct any omissioninconsistent or otherwise defective provision contained in any Collateral Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no so long as such election or elimination action will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights interest of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without (a) With the Consent written consent of Holders. Notwithstanding anything to the contrary in Section 8.02each First Priority Representative and each Second Priority Representative, the Company Collateral Trustee and the Trustee may amend Loan Parties may, from time to time, enter into written agreements supplemental hereto or supplement to any Collateral Trust Security Document for the purpose of amending, adding to, or waiving any provisions of, this Indenture Collateral Trust Agreement or the Notes without any Collateral Trust Security Document.
(b) Without the consent of any Holder to:
(A) cure Representative or any ambiguity other Secured Party, the Collateral Trustee and any of the Loan Parties, at any time and from time to time, may enter into one or correct more agreements supplemental hereto or to any omissionCollateral Trust Security Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect form satisfactory to the Company’s obligations under this Indenture or the Notes;
Collateral Trustee, (Ci) secure the Notes;
(D) to add to the Company’s covenants or Events of Default such Loan Party for the benefit of the Holders Secured Parties or to surrender any right or power herein conferred on upon such Loan Party; (ii) to mortgage or pledge to the Company;
(E) provide Collateral Trustee, or grant or perfect a security interest in favor of the Collateral Trustee in, any property or assets as additional security for the assumption Secured Obligations (including without limitation any such agreements the Loan Parties are required to enter into pursuant to Section 5.09 of the Company’s obligations under this Indenture and the Notes pursuant toCredit Agreement); or (iii) to cure any ambiguity, and to correct or supplement any provision herein or in compliance withany Collateral Trust Security Document which may be defective or inconsistent with any other provision herein or therein, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate to make any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) other provision with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election matters or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply questions arising hereunder which shall not be inconsistent with any requirement of the SEC in connection with provision hereof; provided that any qualification of such action contemplated by this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
clause (Liii) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, shall not adversely affect the rights interests of the Holders, as such, in any material respectSecured Party, as determined by in an Opinion of Counsel delivered to the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of HoldersCollateral Trustee.
(Ac) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the The Collateral Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingbut shall not be obligated to, amend or supplement this Indenture or the Notes or waive compliance with enter into any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement supplemental agreement pursuant to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that Section 6.03 which would adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderaffect its interests hereunder.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity Securities may be amended or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes outstanding Securities, and certain existing Defaults or Events of Default may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. In accordance with the terms of the Indenture, the Company, with the consent of the Trustee, may amend or supplement this the Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with Sections 5.01 and 11.11 of the Indenture; (ii) to make any provision amendment to the provisions of this Indenture or the Notes. Notwithstanding anything relating to the contrary transfer and legending of Securities provided, however, that (a) compliance with the Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) no such amendment materially and adversely affects the rights of any Holder; (iii) to evidence and provide the acceptance to the appointment of a successor Trustee under the Indenture; (iv) to secure the obligations of the Company or any other obligor under the Indenture in respect of the Securities; (v) to add to the covenants of the Company described in the foregoing sentenceIndenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (vi) to make provisions with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture; (vii) to add guarantees or additional obligors with respect to the Securities; (viii) to add any additional Events of Default; (ix) to comply with the requirements of the Canadian securities regulatory authority, but subject to Section 8.01the SEC, without the consent of each affected HolderNYSE MKT, the TSX or any applicable securities depository or stock exchange or market on which Common Shares may be listed or admitted for trading, provided that no such amendment or supplement to this Indenture or the Notes, or waiver materially and adversely affects rights of any provision Holder; (x) to provide that the Securities are convertible into Reference Property (subject to the provisions described under Section 10.02 of this the Indenture) as described under Section 11.11 of the Indenture or and make related changes to the Notes, may:
terms of the Securities; (ixi) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time to provide for the payment, issuance of interest on any Note;
Additional Securities in accordance with the limitations set forth in the Indenture; or (ivxii) to make any change that does not adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make Securities in any Note payable in moneymaterial respect. In addition, or at the Company and the Trustee may enter into a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, supplemental indenture without the consent of each affected Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in the Indenture in a manner that does not, individually or in the aggregate with all other modifications made or to be made to the Indenture, adversely affect the rights of any Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.019.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02Section 9.02, the Company Company, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes or the Notes Intercreditor Agreement without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture Indenture, the Notes or the NotesIntercreditor Agreement (as determined in good faith by the Company);
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) add additional assets as Collateral, release Collateral from the Lien pursuant to this Indenture and the Intercreditor Agreement when permitted or required by this Indenture or the Intercreditor Agreement and to modify this Indenture and/or the Intercreditor Agreement to secure the Notesadditional indebtedness and other obligations and add additional secured creditors;
(D) make, complete or confirm any grant of Collateral permitted or required by this Indenture;
(E) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(EF) provide for the assumption of the Company’s obligations under this Indenture and or the Notes pursuant to, and in compliance with, Article Article 6;
(FG) enter into supplemental indentures pursuant to, and in accordance with, Section Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor TrusteeTrustee or Collateral Agent;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B)2.02;
(KJ) comply with to appropriately include in the Intercreditor Agreement any requirement refinancing indebtedness in respect of the SEC in connection with any qualification of this IndentureSenior Credit Agreement (including, without limitation, the holders and agents or any related supplemental indenture, under trustees thereof and the Trust Indenture Act, as then in effectLiens securing the indebtedness evidenced thereby); or
(LK) make any other change to this Indenture Indenture, the Notes or the Notes Intercreditor Agreement that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, respect (as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Indenture (Verastem, Inc.)
Amendments, Supplements and Waivers. (a) With the written consent of the Trustee, the Collateral Agent and the Trustors may, from time to time, enter into written agreements among them supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any Collateral Document or changing in any manner the rights of the Collateral Agent, the Holders or the Trustors hereunder or thereunder; provided, however, that no such supplemental agreement shall,
(i) without the written consent of the Trustee, (A) amend, modify or waive any provision of Section 8.014.4 or this Section 8.1, (B) reduce the percentage specified in the definition of Majority Holders, or (C) amend or modify the definition of the term “Secured Obligations”;
(ii) without the written consent of the Trustee, amend, modify or waive any provision of Section 4.5;
(iii) without the written consent of the Collateral Agent, amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder; or
(iv) without the written consent of the Collateral Agent, amend or modify the definition of “Majority Holders” set forth in Section 1 of this Agreement. Without Any such supplemental agreement shall be binding upon the Consent Trustors, the Holders and the Collateral Agent and their respective successors. The Collateral Agent shall not enter into any such supplemental agreement unless it shall have received a certificate of Holders. Notwithstanding anything a Responsible Officer to the contrary effect that such supplemental agreement will not result in Section 8.02, a breach of any provision or covenant contained in the Company and the Trustee may amend or supplement this Indenture or the Notes without Indenture.
(b) Without the consent of any Holder to:Holders, the Collateral Agent and the Trustors, at any time and from time to time, may enter into additional pledge or Collateral Documents or one or more agreements supplemental hereto or to any Collateral Document, in form satisfactory to the Collateral Agent,
(Ai) to add to the covenants of the Trustors, for the benefit of the Holders, or to surrender any right or power herein conferred upon the Trustors;
(ii) to mortgage, pledge or grant a security interest in any property or assets that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Agent pursuant to any Collateral Document or the Indenture;
(iii) to evidence the release, termination or discharge of any Lien securing the Secured Obligations when such release, termination or discharge is permitted by the Indenture and this Agreement;
(iv) to release Collateral as permitted under the Indenture and the Collateral Documents;
(v) to make any change that does not materially adversely affect the rights of any Holder; and
(vi) to cure any ambiguity or correct any omissioninconsistent or otherwise defective provision contained in any Collateral Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no so long as such election or elimination action will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights interest of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the (a) The Company and the Trustee Warrant Agent may amend amend, supplement or supplement modify this Indenture Agreement or the Notes Warrants without notice to or the consent of any Holder toHolder:
(Ai) to cure any ambiguity or correct any ambiguity, omission, defect inconsistency or inconsistency mistake in this Indenture Agreement or the NotesWarrants in a manner that is not inconsistent with the provisions of this Agreement and that does not adversely affect the rights, preferences and privileges of the Warrants or any Holder;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or and provide for the acceptance of the appointment, under this Indenture, of an appointment hereunder by a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effectWarrant Agent; or
(Liii) to make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of HoldersHolder.
(Ab) Generally. Subject to Sections 8.01Except as otherwise provided in paragraphs (a) or (c) of this Section 8.04, 7.05 and 7.09 this Agreement and the immediately following sentenceWarrants may be amended or modified only by means of a written amendment signed by the Company, the Company Warrant Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend outstanding Warrants. Any amendment or modification of or supplement to this Indenture Agreement or the Notes or waive compliance with Warrants, any waiver of any provision of this Indenture Agreement, and any consent to any departure by the Company or any Holder from the Notes. Notwithstanding anything to the contrary terms of any provision of this Agreement shall be effective only in the foregoing sentencespecific instance and for the specific purpose for which such amendment, but subject to Section 8.01supplement, modification, waiver or consent has been made or given. In addition, any term of a specific Warrant may be amended or waived with the written consent of the Company and the Holder of such Warrant.
(c) Notwithstanding the provisions of paragraph (b), without the consent of each affected HolderHolder affected, no an amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, maymay not:
(i) reduce increase the principal, or change the stated maturity, of any NoteExercise Price;
(ii) reduce the Redemption Price, term of the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the CompanyWarrants;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;make a material and adverse change that does not equally affect all Warrants; or
(iv) make any change that adversely affects decrease the Conversion rights number of shares of Common Stock, cash or other securities or property issuable upon exercise of the Warrants except, in each case, for adjustments expressly provided for in this Agreement.
(d) It is not necessary for Holders to approve the particular form of any Note;proposed amendment, supplement or waiver if their consent approves the substance thereof.
(ve) Subject to Section 8.04(h), an amendment, supplement or waiver under this Section 8.04(e) will become effective on receipt by the Warrant Agent of written consents from the Holders of the requisite percentage of the outstanding Warrants. After an amendment, supplement or waiver under this Section 8.04(e) becomes effective, the Company will send to the Holders affected thereby a notice describing the amendment, supplement or waiver in reasonable detail. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the rights validity of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);amendment, supplement or waiver.
(vif) change the ranking After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires type requiring the consent of each affected Holder. For the avoidance of doubtHolder affected, pursuant to clauses (i), (ii), (iii) and (iv) the terms of this Section 8.02(A)Agreement. If the amendment, no amendment or supplement to this Indenture or the Notes, or waiver is of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Warrant with respect to which consent was granted.
(g) If an amendment, supplement or waiver changes the terms of a Warrant, the Company or the Warrant Agent may require the Holder to deliver it to the Warrant Agent so that the Warrant Agent may place an appropriate notation of the changed terms on the Warrant and return it to the Holder, or exchange it for a new Warrant that reflects the changed terms. The Warrant Agent may also place an appropriate notation on any Warrant thereafter countersigned. However, the effectiveness of the amendment, supplement or waiver shall not be affected Holderby any failure to annotate or exchange Warrants in this fashion.
(h) The Warrant Agent shall be entitled to receive, and will be fully protected in relying on, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Section 8.04 is authorized or permitted by this Agreement. If the Warrant Agent has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Warrant Agent. The Warrant Agent may, but shall not be obligated to, execute any amendment, supplement or waiver that affects the Warrant Agent’s own rights, duties or immunities under this Agreement.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without (a) So long as not in violation of any applicable Secured Instrument (as certified by the Consent Company or the applicable Grantor(s) in accordance with subection 6.3(d)), the Collateral Trustee and the Grantors may with the written consent of the Controlling Party or, in the case of the Junior Priority Security Documents, the Junior Priority Agent (and, if the Controlling Party or, in the case of the Junior Priority Security Documents, the Junior Priority Agent provides written consent to such amendment (on which the Collateral Trustee shall have no liability for relying), the Collateral Trustee shall, subject to subsection 6.3(d)), from time to time, enter into (x) written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to, amending, waiving, or otherwise modifying any provisions of this Collateral Trust Agreement or any Trust Security Document or changing in any manner the rights or priorities of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder or (y) additional Trust Security Documents securing First Priority Secured Obligations or Junior Priority Secured Obligations; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of each Holder Representative, (ii) reduce the percentages or change the numbers specified in or otherwise amend the definitions of Majority Class Holders. Notwithstanding anything , Majority First Priority Secured Parties, Majority Junior Priority Secured Parties, Controlling Party, First Priority Agent or Junior Priority Agent or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations, First Priority Secured Obligations or Junior Priority Secured Obligations or otherwise change the relative rights or priorities of the Secured Parties under this Collateral Trust Agreement in respect of payments or Collateral without the written consent of the Controlling Party and the Holder Representative of any series of First Priority Secured Obligations whose rights or priorities could reasonably be expected to be adversely affected thereby, (iii) amend, modify or waive any provision of subsection 8.1 without the written consent of the Junior Priority Agent if any Junior Priority Debt Obligations are then outstanding, but only if the relative rights or priorities of the Junior Priority Secured Parties in respect of such Junior Priority Debt Obligations could reasonably be expected to be adversely affected thereby, (iv) amend, modify or waive any provision of this Collateral Trust Agreement in a manner that is materially adverse to the contrary in holders of a particular series of First Priority Secured Obligations relative to the holders of other First Priority Secured Obligations without the consent of the Holder Representative of such series or (v) amend, modify or waive any provision of Section 8.024 or 5 or alter the duties, rights, privileges, protections, indemnities, immunities or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the Grantors, each Holder Representative, the Company Secured Parties and the Collateral Trustee may amend and their respective successors. In the event that there is an amendment, modification or supplement waiver to the First Priority Security Documents in accordance with this Indenture subsection 6.3, then such amendment, modification or waiver shall apply automatically to any comparable provision of the Notes comparable Junior Priority Security Documents without the consent of any Junior Priority Secured Parties and without any action by any Holder to:Representative in respect of Junior Priority Secured Obligations or any other Grantor.
(Ab) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect Notwithstanding anything else to the Company’s obligations under this Indenture contrary herein, solely with the consent of the Controlling Party or, in the case of the Junior Priority Security Documents, the Junior Priority Agent (and without the consent of any other Secured Party), the Collateral Trustee and any of the Grantors, at any time and from time to time, may enter into one or more agreements supplemental hereto or to any Trust Security Document, in form satisfactory to the Notes;
Collateral Trustee, which supplemental agreements may add to, amend, waive, or otherwise modify any provisions of such documents, (Ci) secure the Notes;
(D) to add to the Company’s covenants or Events of Default such Grantor for the benefit of the Holders Secured Parties or to surrender any right or power herein conferred on upon such Grantor (so long as such addition or surrender applies to all Secured Parties within a Class to the Company;extent applicable); (ii) to mortgage or pledge to the Collateral Trustee, or grant or perfect a security interest in favor of the Collateral Trustee in, any property or assets, including as additional security, for the Secured Obligations; or (iii) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision herein or therein, to effect administrative changes of a technical or immaterial nature or to make any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that no such supplemental agreement shall amend, modify or waive any provision of this Collateral Trust Agreement in a manner that is materially adverse to the holders of a particular series of Secured Obligations relative to other Secured Parties of the same Class without the consent of the Holder Representative of such series.
(Ec) provide for At the assumption direction of the Company’s obligations Company and without the consent of any Secured Party, (x) this Collateral Trust Agreement or any Trust Security Document may be amended to the extent necessary to effect any changes required by subsection 8.5 hereof, or to the extent necessary to secure any Junior Priority Debt otherwise permitted to be incurred hereunder and under the First Priority Debt Documents and (y) the Collateral Trustee shall enter into any Trust Security Documents to secure First Priority Secured Obligations or Junior Priority Secured Obligations to the extent necessary to effect the provisions of subsection 8.5. The Collateral Trustee is hereby authorized to enter into, and shall (to the extent it has received the documents required by, and subject to, subsection 6.3(d)) enter into, any such amendment to the Collateral Agreement or Trust Security Document or any such additional Trust Security Document.
(d) In executing, or accepting the additional trusts created by, any amendment, supplement or waiver hereto or to any other Trust Security Document or any new Trust Security Document, permitted by this Indenture Collateral Trust Agreement or such other Trust Security Document, the Collateral Trustee, the Controlling Party and the Notes pursuant toJunior Priority Agent shall receive and shall be fully protected in conclusively relying upon, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with an Opinion of Counsel or a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, certificate of a Responsible Officer of the Company stating that (i) no the execution of such election Trust Security Document, amendment, supplement or elimination will affect any Settlement Method theretofore elected (waiver is authorized or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); permitted by this Collateral Trust Agreement, such Trust Security Document or the applicable Secured Instruments and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying all conditions precedent to the Conversion execution of such amendment, supplement or waiver have been satisfied. The Collateral Trustee shall sign any Note;
(H) evidence amendment, supplement or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes waiver authorized pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenturesubsection 6.3 if such amendment, supplement or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that waiver does not, individually or in the aggregate with all other such changes, not adversely affect the rights rights, duties, liabilities, protections, privileges, indemnities or immunities of the Holders, as such, in any material respect, as determined by the Company in good faithCollateral Trustee. At the written request of any Holder of a Note or owner of a beneficial interest in a Global NoteIf it does, the Collateral Trustee may, but shall not be obligated to, sign. The Company will shall promptly provide to each Holder Representative a copy of the “Description of Notes” section and pricing term sheet referred any amendment to in Section 8.01(I).
Section 8.02. With the Consent of Holdersthis Collateral Trust Agreement or any Trust Security Document.
(Ae) Generally. Subject to Sections 8.01No amendment, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, modification or waiver of any provision of this Indenture Collateral Trust Agreement or the NotesTrust Security Documents shall be effective against a Holder Representative without its prior written consent (such consent not to be unreasonably withheld or delayed) if such amendment, may:
(i) reduce the principal, modification or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will waiver would reasonably be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in expected to have a material adverse effect on the Issue Date);
(vi) change the ranking rights or duties of the Notes;
(vii) make any Note payable such Holder Representative in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except its capacity as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdersuch.
Appears in 1 contract
Sources: Collateral Trust and Intercreditor Agreement (T-Mobile US, Inc.)
Amendments, Supplements and Waivers. Section 8.01SECTION 8.1. Without the Consent of HoldersWITHOUT CONSENT OF HOLDERS. Notwithstanding anything to the contrary in Section 8.02, the Company The Issuers and/or one or more Guarantors and the Trustee may modify, waive, amend or supplement this Indenture Indenture, the Senior Notes, the Guarantees or the Notes Collateral Documents without the notice to or consent of any Holder toNoteholder:
(A1) cure any ambiguity to comply with Section 5.1 hereof;
(2) to provide for uncertificated Senior Notes in addition to or correct any omission, defect or inconsistency in this Indenture or the place of certificated Senior Notes;
(B3) add guarantees to comply with any requirements of the SEC under the TIA;
(4) to cure any ambiguity, defect or inconsistency, or to make any other change that does not adversely affect the rights of any Noteholder;
(5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Company’s obligations under this Indenture or the Senior Notes;
(C6) secure to enter into additional or supplemental Collateral Documents consistent with the Notesterms hereof;
(D7) to adjust the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture so that the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Plan of Reorganization;
(8) to reflect the terms of any agreements with creditors of the Issuers and their respective Subsidiaries entered into pursuant to the Plan of Reorganization or otherwise approved by the Bankruptcy Court in the Cases, or to otherwise comply with the terms of the Plan of Reorganization;
(9) to add to the Company’s covenants or Events of Default the Issuers for the benefit of the Holders or to surrender any right or power herein conferred on upon the CompanyIssuers;
(E10) to make any change that would provide for any additional rights or benefits to the assumption Holders of the Company’s obligations Senior Notes (including providing for Guarantees of the Senior Notes and any supplemental indenture required pursuant to Section 4.24 hereof) or that does not adversely affect the legal rights under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effectsuch Holder; or
(L11) make to add any other change additional Events of Default. The Trustee is hereby authorized to this Indenture or join with the Notes that does notIssuers and the Guarantors, individually or if any, in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request execution of any Holder of a Note or owner of a beneficial interest in a Global Notemodification, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01waiver, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Senior Notes, the Guarantees or the Notes, Collateral Documents authorized or waiver of any provision permitted by the terms of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) and to make any change that adversely affects further appropriate agreements and stipulations which may be therein contained, but the Conversion rights of Trustee shall not be obligated to enter into any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in moneymodification, or at a place of paymentwaiver, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture Indenture, the Senior Notes, the Guarantees or the NotesCollateral Documents which adversely affects its own rights, duties or waiver of any provision of immunities under this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderIndenture.
Appears in 1 contract
Sources: Indenture (Essex Group Inc)
Amendments, Supplements and Waivers. Section 8.01SECTION 8.1 WITHOUT CONSENT OF HOLDERS OF NOTES. Without the Consent consent of Holders. Notwithstanding anything any Holders of Notes, the Issuer and the Company, when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee, at any time and from time to time, may amend this Indenture and the Notes to:
(a) add to the contrary covenants of the Issuer and the Company for the benefit of the Holders of Notes;
(b) surrender any right or power herein conferred upon the Issuer or the Company;
(c) make provision with respect to the conversion rights of Holders of Notes pursuant to Section 14.11 hereof;
(d) provide for the assumption of the Issuer’s and the Company’s obligations to the Holders of Notes in Section 8.02the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VII hereof;
(e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders;
(f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(g) [make any changes or modifications to this Indenture necessary in connection with the registration of any Notes and the Common Shares to be delivered upon conversion of any Notes under the Securities Act as contemplated in the Registration Rights Agreement, provided, that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect the interests of the Holders in any material respect;]
(h) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee may amend deem necessary or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees desirable and which shall not be inconsistent with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumIndenture, dated September 2provided, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes that such action pursuant to Section 2.03(B);
this clause (Kh) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changesgood faith opinion of the Board of Directors of the Issuer, adversely affect the rights interests of the Holders, as such, Holders in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.;
(Ai) Generally. Subject add or modify any other provisions with respect to Sections 8.01, 7.05 and 7.09 and matters or questions arising under this Indenture which the immediately following sentenceIssuer, the Company and the Trustee may, may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such action pursuant to this clause (i) does not adversely affect the interests of the Holders; or
(j) comply with the procedures of the Depositary.
SECTION 8.2 WITH CONSENT OF HOLDERS OF NOTES. Except as provided below in this Section 8.2, this Indenture or the Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes or (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding, amend or supplement this Indenture represented at such meeting. Without the written consent or the affirmative vote of each Holder so affected, an amendment, modification or waiver under this Section 8.2 may not:
(a) change the maturity of the principal of, or any installment of interest [(including Additional Interest, if any)] on, any Note;
(b) reduce the principal amount of, or premium, if any, or interest (including [Additional Interest or] any payment of liquidated damages, if any) on any Note;
(c) change the currency of payment of principal of, premium, if any, or interest [(including Additional Interest, if any)] on any Note;
(d) impair the right of any Holder to institute suit for the enforcement of any payment in or with respect to any Note;
(e) modify the obligations of the Issuer or the Company to maintain an office or agency in The City of New York pursuant to Section 10.2 hereof;
(f) amend the Designated Event Repurchase Right after the occurrence of a Change in Control or the right to convert any Note in a manner adverse to the Holders; provided, however, that the execution of a supplemental indenture solely to permit an Acquiror to assume the Issuer’s or the Company’s obligations under the Notes or waive compliance with any provision shall not be deemed to be adverse to the Holders;
(g) modify the redemption payment provisions of this Indenture or the Notes. Notwithstanding anything in a manner adverse to the contrary in Holders;
(h) reduce the foregoing sentencepercentage of aggregate principal amount of Notes outstanding necessary to waive a default or amend or modify this Indenture, but subject except to Section 8.01, provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:thereby; or
(i) reduce the principalrequirements of Section 9.4 hereof for quorum or voting, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, percentage of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking aggregate principal amount of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of outstanding Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment whose Holders is required for any such supplemental indenture or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderwhose Holders is required for any waiver provided for in this Indenture. It shall not be necessary for any Act of Holders of Notes under this Section 8.2 to approve the particular form of any proposal supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01SECTION 8.1 WITHOUT CONSENT OF HOLDERS OF NOTES. Without the Consent consent of Holders. Notwithstanding anything any Holders of Notes, the Issuer and the Company, when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee, at any time and from time to time, may amend this Indenture and the Notes to:
(a) add to the contrary covenants of the Issuer and the Company for the benefit of the Holders of Notes;
(b) surrender any right or power herein conferred upon the Issuer or the Company;
(c) make provision with respect to the conversion rights of Holders of Notes pursuant to Section 14.11 hereof;
(d) provide for the assumption of the Issuer's and the Company's obligations to the Holders of Notes in Section 8.02the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VII hereof;
(e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders;
(f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(g) make any changes or modifications to this Indenture necessary in connection with the registration of any Notes and the Common Shares to be delivered upon conversion of any Notes under the Securities Act as contemplated in the Registration Rights Agreement, provided, that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect the interests of the Holders in any material respect;
(h) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee may amend deem necessary or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees desirable and which shall not be inconsistent with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumIndenture, dated September 2provided, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes that such action pursuant to Section 2.03(B);
this clause (Kh) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changesgood faith opinion of the Board of Directors of the Issuer, adversely affect the rights interests of the Holders, as such, Holders in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.;
(Ai) Generally. Subject add or modify any other provisions with respect to Sections 8.01, 7.05 and 7.09 and matters or questions arising under this Indenture which the immediately following sentenceIssuer, the Company and the Trustee may, may deem necessary or desirable and which shall not be inconsistent with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision provisions of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentenceIndenture, but subject to Section 8.01provided, without the consent of each affected Holder, no amendment or supplement that such action pursuant to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
clause (i) reduce does not adversely affect the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking interests of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modificationHolders; or
(ixj) make any direct or indirect change to any amendment, supplement, waiver or modification provision comply with the procedures of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderDepositary.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:holders.
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the NotesNotes that does not adversely affect Holders;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Share Change Event;
(G) irrevocably elect or eliminate any a Settlement Method or and/or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, Indenture or any related supplemental indenture, indenture under the Trust Indenture Act, as then in effect; or
(LJ) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I). .
Section 8.02. With the Consent consent of Holdersholders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change extend the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest Special Interest on any Note;
(iv) make any change that adversely affects the Conversion conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 7.08 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place Place of paymentPayment, other than that stated in this Indenture or the Note;
(viii) make any direct or indirect change to Section 3.05 in any manner that is adverse to the rights of the Holders;
(ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the amount or type or reduce the amount of consideration due on any Note (whether on an a Special Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversionconversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Indenture (Farfetch LTD)
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2October 27, 20252022, as supplemented by the related pricing term sheet, dated September 2October 27, 2025; 2022;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, Indenture or any related supplemental indenture, indenture under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Indenture (Nextgen Healthcare, Inc.)
Amendments, Supplements and Waivers. Section 8.01. Without (i) With the Consent written consent of Holders. Notwithstanding anything the Beneficiary Agent and the Collateral Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights or obligations of the Collateral Trustee, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustee and its respective successors.
(iii) The Collateral Trustee shall not enter into any such supplemental agreement unless it shall have received a certificate of the Chief Financial Officer, Treasurer or Controller of the Grantor to the contrary effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustee shall not enter into any such supplemental agreement unless it shall have received a certificate of the Beneficiary Agent to the effect that, upon receipt of the Collateral Trustee's written consent, this Section 8.029.01(a) has been complied with and an instruction letter requesting the Collateral Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Company Collateral Trustee and the Trustee may amend or supplement this Indenture or the Notes Grantor may, at any time and from time to time, without the consent of the Beneficiary Agent and any Holder to:other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustee,
(Ai) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default the Grantor, for the benefit of the Holders Representatives or any Secured Holder, or to surrender any right or power herein conferred on upon the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any NoteGrantor;
(ii) reduce to pledge or grant a security interest in favor of the Redemption Price, Collateral Trustee as additional security for the Optional Repurchase Price Secured Obligations any property or the Fundamental Change Repurchase Price for any Note or change the times at whichassets which are required to be pledged, or in which a security interest is required to be granted, to the circumstances under which, the Notes may Collateral Trustee pursuant to any Shared Collateral Document or will be redeemed or repurchased by the Company;otherwise; or
(iii) reduce the rateto cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or extend the time for the payment, of interest on any Note;
(iv) to make any change that other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affects affect the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking interests of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderSecured Holders.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the CompanyCompany under this Indenture;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2November 15, 20252021, as supplemented by the related pricing term sheet, dated September 2November 15, 2025; 2021;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, Indenture or any related supplemental indenture, indenture under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01SECTION 8.1. Without the Consent of HoldersWITHOUT CONSENT OF HOLDERS. Notwithstanding anything to the contrary in Section 8.02, the Company The Issuers and/or one or more Guarantors and the Trustee may modify, waive, amend or supplement this Indenture Indenture, the Senior Notes, the Guarantees or the Notes Collateral Documents without the notice to or consent of any Holder toNoteholder:
(A1) cure any ambiguity to comply with Section 5.1 hereof;
(2) to provide for uncertificated Senior Notes in addition to or correct any omission, defect or inconsistency in this Indenture or the place of certificated Senior Notes;
(B3) add guarantees to comply with any requirements of the SEC under the TIA;
(4) to cure any ambiguity, defect or inconsistency, or to make any other change that does not adversely affect the rights of any Noteholder;
(5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Company’s obligations under this Indenture or the Senior Notes;
(C6) secure to enter into additional or supplemental Collateral Documents consistent with the Notesterms hereof;
(D7) to adjust the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture so that the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Plan of Reorganization;
(8) to reflect the terms of any agreements with creditors of the Issuers and their respective Subsidiaries entered into pursuant to the Plan of Reorganization or otherwise approved by the Bankruptcy Court in the Cases, or to otherwise comply with the terms of the Plan of Reorganization;
(9) to add to the Company’s covenants or Events of Default the Issuers for the benefit of the Holders or to surrender any right or power herein conferred on upon the CompanyIssuers;
(E10) to make any change that would provide for any additional rights or benefits to the assumption Holders of the Company’s obligations Senior Notes (including providing for Guarantees of the Senior Notes and any supplemental indenture required pursuant to Section 4.13 hereof) or that does not adversely affect the legal rights under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effectsuch Holder; or
(L11) make to add any other change additional Events of Default. The Trustee is hereby authorized to this Indenture or join with the Notes that does notIssuers and the Guarantors, individually or if any, in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request execution of any Holder of a Note or owner of a beneficial interest in a Global Notemodification, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01waiver, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Senior Notes, the Guarantees or the Notes, Collateral Documents authorized or waiver of any provision permitted by the terms of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) and to make any change that adversely affects further appropriate agreements and stipulations which may be therein contained, but the Conversion rights of Trustee shall not be obligated to enter into any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in moneymodification, or at a place of paymentwaiver, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture Indenture, the Senior Notes, the Guarantees or the NotesCollateral Documents which adversely affects its own rights, duties or waiver of any provision of immunities under this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderIndenture.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without (a) The Trustee and the Consent Obligors may, with the written consent of Holders. Notwithstanding anything the Required Secured Debt Parties and the Required Surety Parties and, to the contrary in Section 8.02extent such party holds Secured Obligations, the Administrative Agent and Liberty, from time to time enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to, or waiving any provisions of, this Trust Agreement or any Trust Security Document or changing in any manner the rights of the Trustee, the Secured Parties or the Obligors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Surety Parties, the Administrative Agent and, if any Indenture Securities are outstanding, the Indenture Trustee, (ii) except as provided in the next succeeding sentence, reduce the percentages or change the numbers specified in the definition of Required Instructing Parties, Required Secured Debt Parties, or Required Surety Parties or amend, modify or waive any provision of Sections 2.10, 3.4, 3.5, 3.6, 4.6 or 6.10 or the definition of First Priority Secured Obligations, Second Priority Secured Obligations, Third Priority Secured Obligations, Surety Bond or Secured Obligations (or the definitions of any defined terms used in such definitions) without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 4 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Secured Debt Parties have agreed with the Company that additional indebtedness of the Company shall be secured by all or any portion of the Collateral, and each Surety Party shall have given its written consent thereto, the Trustee shall enter into such supplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent, with the concurrence of each Surety Party, to effect such agreement (which supplemental agreement may be in the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the Obligors, the Administrative Agent, the Indenture Trustee, the Surety Parties, the Secured Parties and the Trustee may amend or supplement this Indenture or the Notes without and their respective successors.
(b) Without the consent of the Administrative Agent, the Indenture Trustee, the Surety Parties or any Holder to:
(A) cure other Secured Party, the Trustee and any ambiguity of the Obligors, at any time and from time to time, may enter into one or correct more agreements supplemental hereto or to any omissionTrust Security Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect form satisfactory to the Company’s obligations under this Indenture or the Notes;
Trustee, (Ci) secure the Notes;
(D) to add to the Company’s covenants or Events of Default such Obligor for the benefit of the Holders Secured Parties or to surrender any right or power herein conferred on upon such Obligor; (ii) to mortgage or pledge to the Company;
(E) provide Trustee, or grant a security interest in favor of the Trustee in, any property or assets as additional security for the assumption of the Company’s obligations under this Indenture and the Notes pursuant toSecured Obligations; (iii) to cure any ambiguity, and to correct or supplement any provision herein or in compliance withany Trust Security Document which may be defective or inconsistent with any other provision herein or therein, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate to make any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any Note pursuant provision hereof; provided that any such action contemplated by this clause (iii) shall not adversely affect the interests of the Secured Parties; or (iv) to Section 5.03(A); and (ii) such irrevocable election add, delete or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying modify any provision herein to the Conversion of any Note;
(H) evidence or provide for extent required by the acceptance U.S. Securities and Exchange Commission with respect to the qualification of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(Ac) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the The Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingbut shall not be obligated to, amend or supplement this Indenture or the Notes or waive compliance with enter into any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement supplemental agreement pursuant to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that Section 6.3 which would adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderaffect its interests hereunder.
Appears in 1 contract
Sources: Trust Agreement (Anc Rental Corp)
Amendments, Supplements and Waivers. (a) With the written consent of the Trustee, the Collateral Agent and the Trustors may, from time to time, enter into written agreements among them supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any Collateral Document or changing in any manner the rights of the Collateral Agent, the Holders or the Trustors hereunder or thereunder; provided, however, that no such supplemental agreement shall,
(i) without the written consent of the Trustee, (A) amend, modify or waive any provision of Section 8.014.4 or this Section 8.1, (B) reduce the percentage specified in the definition of Majority Holders, or (C) amend or modify the definition of the term “Secured Obligations";
(ii) without the written consent of the Trustee, amend, modify or waive any provision of Section 4.5;
(iii) without the written consent of the Collateral Agent, amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder; or
(iv) without the written consent of the Collateral Agent, amend or modify the definition of “Majority Holders” set forth in Section 1 of this Agreement. Without Any such supplemental agreement shall be binding upon the Consent Trustors, the Holders and the Collateral Agent and their respective successors. The Collateral Agent shall not enter into any such supplemental agreement unless it shall have received a certificate of Holders. Notwithstanding anything a Responsible Officer to the contrary effect that such supplemental agreement will not result in Section 8.02, a breach of any provision or covenant contained in the Company and the Trustee may amend or supplement this Indenture or the Notes without Indenture.
(b) Without the consent of any Holder to:Holders, the Collateral Agent and the Trustors, at any time and from time to time, may enter into additional pledge or Collateral Documents or one or more agreements supplemental hereto or to any Collateral Document, in form satisfactory to the Collateral Agent,
(Ai) to add to the covenants of the Trustors, for the benefit of the Holders, or to surrender any right or power herein conferred upon the Trustors;
(ii) to mortgage, pledge or grant a security interest in any property or assets that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Agent pursuant to any Collateral Document or the Indenture;
(iii) to evidence the release, termination or discharge of any Lien securing the Secured Obligations when such release, termination or discharge is permitted by the Indenture and this Agreement;
(iv) to release Collateral as permitted under the Indenture and the Collateral Documents;
(v) to make any change that does not materially adversely affect the rights of any Holder; and
(vi) to cure any ambiguity or correct any omissioninconsistent or otherwise defective provision contained in any Collateral Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no so long as such election or elimination action will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights interest of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. Section 8.01. Without the Consent of Holders. Notwithstanding anything Subject to the contrary in Section 8.02certain exceptions, the Company and the Trustee may amend or supplement this Indenture or the Notes without Securities may be amended or supplemented with the consent of any Holder to:
(A) cure any ambiguity or correct any omissionthe Holders of at least a majority in aggregate principal amount of the outstanding Securities, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants and certain existing Defaults or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to may be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes Securities then outstanding. In accordance with the terms of the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Notes Securities without notice to or waive compliance the consent of any Securityholder: (i) to comply with SECTIONS 5.01 and 10.12 of the Indenture and, in accordance with SECTION 10.15(F) of the Indenture, to give effect to an election, pursuant to such SECTION 10.15(F), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change; (ii) to make any provision changes or modifications to the Indenture necessary in connection with the registration of this the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (v) to make provisions with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the NotesConversion Rate in accordance with the Indenture; (vi) to add additional events which shall constitute an Event of Default under the Indenture; and (vii) to provide for a successor Trustee in accordance with the Indenture. Notwithstanding anything to In addition, the contrary in Company and the foregoing sentence, but subject to Section 8.01, Trustee may enter into a supplemental indenture without the consent of each affected HolderHolders of the Securities to cure any ambiguity, no amendment defect, omission or supplement to this inconsistency in the Indenture in a manner that does not individually or in the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that aggregate adversely affects the Conversion rights of any Note;
(v) impair affect the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdermaterial respect.
Appears in 1 contract
Sources: Convertible Senior Note Agreement (Antigenics Inc /De/)
Amendments, Supplements and Waivers. Section 8.01. Without With the Consent written consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company Required Representative and the Trustee may amend or supplement this Indenture or Corporate Trustee, any of the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omissionGrantors may, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect from time to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default time, enter into written agreements supplemental hereto for the benefit purpose of the Holders adding to or surrender waiving any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions provision of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, Agreement or any related supplemental indenture, under the Trust Indenture Act, as then other Shared Collateral Document or changing in effect; or
(L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect manner the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global NoteCollateral Trustees, the Company will provide a copy Representatives, the Secured Parties and the Grantors hereunder or thereunder; provided that
(a) no such amendment, waiver or consent shall, unless the approval of all the Representatives existing at such time (acting pursuant to valid authorization of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With relevant constituents under the Consent of Holders.
(Aapplicable Shared Secured Agreements) Generally. Subject to Sections 8.01shall have been obtained, 7.05 and 7.09 and the immediately following sentenceamend, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend waive or supplement this Indenture or the Notes or waive compliance with otherwise modify any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentenceArticle V, but subject to Section Sections 4.08, 7.05(e), 8.01, without 8.02 or this Section 9.01 or amend or otherwise modify the consent definitions of each affected Holder"Aggregate Senior Credit Exposure", no amendment "Alpha Facility", "Alpha Guarantee Obligations", "CoGen Facility", "CoGen Facility Obligations", "Credit Agreement", "Credit Agreement Obligations", "Excluded Shared Collateral", "Junior Secured Obligations", "Junior Secured Parties", "Non-Credit Agreement Obligations", "Prepayment Event", "Principal Property", "Principal Property Term Indebtedness", "Representatives", "Required Representative", "Riverside Facility", "Riverside Facility Obligations", "Shared Secured Agreements", "Secured Parties", "Secured Obligations", "Senior Secured Credit Agreement Obligations", "Senior Secured Obligations", "Senior Secured Parties", "Shared Collateral", "Shared Secured Obligations" or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder "Collateral Trust Agreement Default" set forth in Section 7.09 (as such section is in effect on the Issue Date)1.01;
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Collateral Trust and Intercreditor Agreement (Dynegy Inc /Il/)
Amendments, Supplements and Waivers. Section 8.01. SECTION 7.01 WITHOUT CONSENT OF HOLDERS OF NOTES Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder Holders of Notes, the Company, when authorized by a Board Resolution or Board Resolutions, and the Trustee, at any time and from time to time, may amend this Indenture and the Notes to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(Da) add to the Company’s covenants or Events of Default the Company for the benefit of the Holders or Holders;
(b) surrender any right or power herein conferred on upon the Company;
(Ec) make provision with respect to the conversion rights of Holders pursuant to Section 13.08;
(d) provide for the assumption of the Company’s 's obligations under this Indenture and to the Notes Holders in the case of a merger, consolidation, conveyance, transfer or lease pursuant to, and in compliance with, to Article 6VI;
(Fe) enter into supplemental indentures pursuant toincrease the Conversion Rate, and provided, that such increase in accordance with, Section 5.09 in connection with a Common Stock Change Eventthe Conversion Rate shall not adversely affect the interest of the Holders;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(Kf) comply with any requirement the requirements of the SEC in connection with any order to effect or maintain the qualification of this Indenture, or any related supplemental indenture, Indenture under the Trust Indenture Act, as then in effect; orTIA;
(Lg) make any other change changes or modifications to this Indenture or necessary in connection with the registration of any Notes and the shares of Common Stock to be delivered upon conversion of any Notes under the Securities Act as contemplated in the Registration Rights Agreement, provided, that such action pursuant to this clause (g) does not, individually or in the aggregate with all other such changesgood faith opinion of the Board of Directors of the Company and the Trustee, adversely affect the rights interests of the Holders;
(h) cure any ambiguity, as suchor correct or supplement any provision herein that may be inconsistent with any other provision herein or that is otherwise defective, provided, that such action pursuant to this clause (h) does not, in any material respect, as determined by the good faith opinion of the Board of Directors of the Company in good faith. At and the written request of any Holder of a Note or owner of a beneficial interest in a Global NoteTrustee, adversely affect the Company will provide a copy interests of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.;
(Ai) Generally. Subject add or modify any other provisions with respect to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, matters or questions arising under this Indenture that the Company and the Trustee may, may deem necessary or desirable and that shall not be inconsistent with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision provisions of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentenceIndenture, but subject to Section 8.01provided, without the consent of each affected Holder, no amendment or supplement that such action pursuant to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
clause (i) reduce does not adversely affect the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking interests of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modificationHolders; or
(ixj) make any direct or indirect change to any amendment, supplement, waiver or modification provision comply with the procedures of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderDepositary.
Appears in 1 contract
Sources: Indenture (Lecroy Corp)
Amendments, Supplements and Waivers. This Article 8 will apply to the Notes in lieu of Article 8 of the Base Indenture, which will be deemed to be replaced with this Article 8, mutatis mutandis.
Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this the Indenture or the Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the NotesNotes (as determined in good faith by the Company);
(B) add guarantees with respect to the Company’s obligations under this the Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 66 of this Second Supplemental Indenture;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee;
(IH) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025; [reserved];
(JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B2.02(B);
(KJ) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this Indenture, the Indenture or any related supplemental indenture, indenture under the Trust Indenture Act, as then in effect; or
(LK) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, respect (as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Amendments, Supplements and Waivers. (a) With the written ---------------------------------------- consent of the Administrative Agent, the Trustee and the Obligors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to, or waiving any provisions of, this Trust Agreement or any Trust Security Document or changing in any manner the rights of the Trustee, the Secured Parties or the Obligors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify -------- modify or waive any provision of this Section 8.016.3 without the written consent of the Administrative Agent and each Surety Party, (ii) except as provided in the next succeeding sentence, reduce the percentages or change the numbers specified in the definition of Required Secured Parties or amend, modify or waive any provision of Sections 2.10, 3.4, 3.5, 4.6 or 6.10 or the definition of First Priority Secured Obligations, Surety Bond or Secured Obligations without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 4 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. Without In addition, if the Consent Administrative Agent shall advise the Trustee in writing that the Required Lenders (as defined in the Credit Agreement) have agreed with the Company that additional indebtedness of Holders. Notwithstanding anything the Company shall be secured equally and ratably by all or any portion of the Collateral, the Trustee shall enter into such supplemental agreements satisfactory to the contrary Trustee with the Obligors as shall be reasonably requested by the Administrative Agent to effect such agreement (which supplemental agreement may be in Section 8.02the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the Obligors, the Company Administrative Agent, the Surety Parties, the Secured Parties and the Trustee may amend or supplement this Indenture or the Notes without and their respective successors.
(b) Without the consent of the Administrative Agent, the Surety Parties or any Holder to:
(A) cure Secured Party, the Trustee and any ambiguity of the Obligors, at any time and from time to time, may enter into one or correct more agreements supplemental hereto or to any omissionTrust Security Document, defect or inconsistency in this Indenture or the Notes;
(B) add guarantees with respect form satisfactory to the Company’s obligations under this Indenture or the Notes;
Trustee, (Ci) secure the Notes;
(D) to add to the Company’s covenants or Events of Default such Obligor for the benefit of the Holders Secured Parties or to surrender any right or power herein conferred on upon such Obligor; (ii) to mortgage or pledge to the Company;
(E) provide Trustee, or grant a security interest in favor of the Trustee in, any property or assets as additional security for the assumption of the Company’s obligations under this Indenture and the Notes pursuant toSecured Obligations; or (iii) to cure any ambiguity, and to correct or supplement any provision herein or in compliance withany Trust Security Document which may be defective or inconsistent with any other provision herein or therein, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate to make any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) other provision with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election matters or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply questions arising hereunder which shall not be inconsistent with any requirement of the SEC in connection with provision hereof; provided that any qualification of such action -------- contemplated by this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
clause (Liii) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, shall not adversely affect the rights interests of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of HoldersSecured Parties.
(Ac) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the The Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingbut shall not be obligated to, amend or supplement this Indenture or the Notes or waive compliance with enter into any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement supplemental agreement pursuant to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that Section 6.3 which would adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderaffect its interests hereunder.
Appears in 1 contract
Sources: Trust Agreement (Federal Mogul Corp)
Amendments, Supplements and Waivers. Section 8.01. Without Subject to certain exceptions, the Consent Indenture or the Securities may be amended or supplemented with the consent of the Majority Holders, and certain existing Defaults or Events of Default may be waived with the consent of the Majority Holders. Notwithstanding anything to In accordance with the contrary in Section 8.02terms of the Indenture, the Company and the Trustee Guarantors may amend or supplement this Indenture Indenture, the Guarantees, the Security Documents or the Notes Securities without notice to or the consent of any Holder to:
Holder: (Ai) cure to comply with SECTIONS 4.04 and 9.08 of the Indenture; (ii) to make any ambiguity changes or correct any omission, defect or inconsistency modifications to the Indenture necessary in this Indenture connection with the registration of the public offer and sale of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the Notes;
qualification of the Indenture under the TIA; (Biii) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; (iv) to add guarantees with respect to, or to secure the Company’s obligations under this Indenture of the Company or the Notes;
Guarantors, as the case may be, in respect of, the Securities; (Cv) secure the Notes;
(D) to add to the Company’s covenants or Events of Default the Company and the Guarantors described in the Indenture for the benefit of the Holders or to surrender any right or power conferred on upon the Company;
Company or the Guarantors; (Evi) provide for to make provisions with respect to adjustments to the assumption of Conversion Price and/or Conversion Rate and/or Interest Conversion Rate with respect to the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, Securities as required and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A)the Indenture; and (iivii) to make any changes of a formal, minor or technical nature or necessary to correct a manifest error or to comply with mandatory provisions of applicable law as evidenced by an Opinion of Counsel as long as such irrevocable election change does not adversely affect the rights of the Holders in any material respect. In addition, the Company, the Guarantors, the Trustee and the Securities Agent may enter into a supplemental indenture without the consent of Holders to cure any ambiguity, defect, omission or elimination can inconsistency in no event result the Indenture in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Conversion of any Note;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated September 2, 2025, as supplemented by the related pricing term sheet, dated September 2, 2025;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or
(L) make any other change to this Indenture or the Notes manner that does not, individually or in the aggregate with all other such changesmodifications made or to be made to the Indenture, adversely affect the rights of the Holders, as such, any Holder in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Section 8.02. With the Consent of Holders.
(A) Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price, the Optional Repurchase Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Conversion rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes;
(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may (except as expressly provided otherwise in this Indenture or the Notes) change the type or reduce the amount of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon Conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.
Appears in 1 contract
Sources: Indenture (LDK Solar Co., Ltd.)