Certain Amendments to the Indenture Sample Clauses
Certain Amendments to the Indenture. The Indenture, solely with respect to the Notes, is hereby amended as follows:
(a) Section 603(8) of the Base Indenture is hereby amended by deleting the text of Section 603(8) in its entirety and replacing it with the following text:
Certain Amendments to the Indenture. Solely with respect to the Notes, the Indenture is hereby amended as follows:
(a) the definition of “Change of Control” as set forth in Section 1.2 of the First Supplemental Indenture is hereby deleted in its entirety and replaced with the following:
Certain Amendments to the Indenture. The Indenture with respect to the Notes is hereby amended as follows:
(a) Section 3.5 (Certificate of the Issuer); Section 3.9 (Limitation on Liens); Section 3.10 (Limitation on Sale and Lease-Back); and Section 8.1 of the Base Indenture (Issuer May Consolidate, etc. on Certain Terms) of the Base Indenture shall no longer apply to the Notes;
Section 4.1 (Change of Control) of the Existing Supplemental Indenture shall no longer apply to the Notes;
(c) The failure to comply with the terms of any of the Sections of the Base Indenture and Existing Supplemental Indenture set forth in clauses (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture with respect to the Notes;
(d) Section 3.7 of the Base Indenture (Reports by the Issuer) is hereby amended by adding the following as the new penultimate paragraph: “Notwithstanding anything to the contrary contained herein, so long as Becton, ▇▇▇▇▇▇▇▇▇ and Company (“BD”) continues to own, directly or indirectly, at least 50% of the Voting Stock of the Issuer, the filing by BD of its quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K with the Commission or on BD’s website will be deemed to satisfy the obligations of the Issuer under this reporting covenant”;
(e) Clause (d) of Section 4.1 (Events of Default) of the Base Indenture and all references thereto in the Indenture shall no longer apply to the Notes and the occurrence of the events described in clause (d) of Section 4.1 of the Base Indenture shall no longer constitute an Event of Default with respect to the Notes;
(f) all definitions set forth in Section 1.1 of the Base Indenture and Section 1.1 of the Existing Supplemental Indenture that relate to defined terms used solely in sections that are no longer applicable to the Notes are also no longer applicable to the Notes;
(g) all references to Sections of the Indenture amended by this Supplemental Indenture shall be to such Sections as amended by this Supplemental Indenture.
Certain Amendments to the Indenture. Each of the Existing Indentures with respect to the Notes is hereby amended as follows:
(a) The definition of “Disqualified Stock” is hereby replaced in its entirety with:
Certain Amendments to the Indenture. (a) Section 4.04 of the Indenture is hereby deleted in its entirety.
(b) Section 4.08 of the Indenture is hereby deleted in its entirety.
(c) Clause (i) of Section 4.11(b) of the Indenture is hereby amended to add the following words to the beginning of such clause: “
(a) any Notes presented for payment in the United Kingdom or (b)”.
(d) Article 10 of the Indenture is hereby deleted in its entirety.
Certain Amendments to the Indenture. Subject to Section 3.1, the Indenture, solely with respect to the Notes, is hereby amended as follows:
(a) Section 1003 of the Base Indenture (Reports) is hereby amended by deleting the text of Section 1003 its entirety and replacing it with the following text: “The Company will file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant to the Trust Indenture Act. To the extent any required filings are made with the Commission or the reports are posted on the Company’s website, the reports will be deemed to be furnished to the Trustee and Holders.”
(b) Section 4.1 (Limitation on Liens); Section 4.2 (Limitations on Sale and Leaseback Transactions); and Section 4.3 (Change of Control Triggering Event) of the Third Supplemental Indenture shall be deleted in their entirety.
(c) Section 801 of the Base Indenture (Company May Merge or Transfer Assets Only on Certain Terms) is hereby amended by deleting the text of Section 801 in its entirety and replacing it with the following text: “The Company shall not consolidate with or merge with or into, in one transaction or a series of related transactions, any other Person, unless:
(1) the Company shall be the continuing entity, or the resulting or surviving Person (the “Successor”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms;
(2) immediately after giving effect to such transaction, no Default or Event of Default, and no circumstances which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and
(3) if requested, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture, if any, complies with this Indenture (except that such Opinion of Counsel need not opine ...
Certain Amendments to the Indenture. (a) The Indenture is hereby amended by deleting the following sections and clauses of the Indenture and all references and definitions related solely thereto in their entirety, and replacing all such deleted sections, references and definitions with “[Intentionally Omitted]”: • Section 4.03 (Taxes) • Section 4.05 (Corporate Existence) • Section 4.06 (Reports and Other Information) • Section 4.07 (Compliance Certificate) • Section 4.08 (Limitation on Restricted Payments) • Section 4.09 (Limitation on Indebtedness) • Section 4.10 (Limitation on Liens) • Section 4.11 (Future Guarantors) • Section 4.12 (Limitation on Restrictions on Distribution From Restricted Subsidiaries) • Section 4.14 (Transactions with Affiliates)
Certain Amendments to the Indenture. Solely with respect to the Debentures, the Indenture is hereby amended as follows:
(a) Section 704 of the Base Indenture is hereby amended in its entirety to read as follows: “So long as any Securities are outstanding, the Company will deliver to the Trustee a copy of all of the information and reports referred to below:
(a) for so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934:
(1) within the time periods specified in the Commission’s rules and regulations, all quarterly and annual reports on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports on Form 8-K;
(b) for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934:
(1) within 120 days after the end of each fiscal year (or 150 days in the case of the fiscal year of the Company ended on or around December 31, 2022), annual audited financial statements for such fiscal year, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, with respect to the periods presented prepared in accordance with U.S. generally accepted accounting principles and a report thereon by the Company’s certified independent accountants.
(2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited financial statements (including footnotes) for the interim period as of, and for the period ending on, the end of such quarter, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the Company with respect to the periods presented prepared in accordance with U.S. generally accepted accounting principles; and
(3) promptly after the occurrence of any of the following events, (and, in any case, not required to be sooner than five Business Days after the occurrence of any such event), current reports of the Company containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Securities Exchange Act of 1934 on April 28, 2021 pursuant to Sections 1 and 4, Items 2.01, 2.03, 2.04(a), 5.01, 5.02(a)(1) (with respect to independent directors only), 5.02(b) (with respect to officers and indep...
Certain Amendments to the Indenture. (a) Part I of Appendix A of the Indenture is amended and supplemented by inserting or restating, as the case may be, in their appropriate alphabetical position, the following definitions:
Certain Amendments to the Indenture. Solely with respect to the Notes, the Indenture is hereby amended as follows:
(a) Clauses (b)(18) and (b)(19) of the definition of “Asset Sale” as set forth in Section 1.01 of the Base Indenture are hereby deleted in their entirety and replaced with the following and a new Clause (b)(20) of the definition of “Asset Sale” as set forth in Section 1.01 of the Base Indenture is hereby added as follows: