General Provisions Regarding Subordinated Notes. (a) The Company may sell the Subordinated Notes only upon the affirmative vote of both a majority of the Board of Directors and the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities (if any), voting together as a single class. (b) The Company may not agree to any modification or amendment to the Subordinated Notes as long as any Company Preferred Securities or Company Parity Preferred Securities (if any) are outstanding unless holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities (if any), voting as a class, consent to such modification or amendment. Such consent to modification or amendment of the Subordinated Notes shall not be required if (i) the proposed amendment or modification would not materially and adversely affect the rights, preferences, powers or privileges of the holders of the Company Preferred Stock and (ii) the Company has received a letter from each of Moody's Investors Service Inc. and Standard & Poor's Ratings Services ▇▇ ▇▇▇ effect that such amendment will not result in a downgrading of its respective rating then assigned to the Company Preferred Securities.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (UBS Preferred Funding Trust VIII), Limited Liability Company Agreement (UBS Preferred Funding Trust VIII), Limited Liability Company Agreement (UBS Preferred Funding Trust VIII)
General Provisions Regarding Subordinated Notes. (a) The Company may sell the Subordinated Notes only upon the affirmative vote of both a majority of the Board of Directors and the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities (if any), voting together as a single class.
(b) The Company may not agree to any modification or amendment to the Subordinated Notes as long as any Company Preferred Securities or Company Parity Preferred Securities (if any) are outstanding unless holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities (if any), voting as a class, consent to such modification or amendment. Such consent to modification or amendment of the Subordinated Notes shall not be required if (i) the proposed amendment or modification would not materially and adversely affect the rights, preferences, powers or privileges of the holders of the Company Preferred Stock and (ii) the Company has received a letter from each of Moody's Investors Mood▇'▇ ▇▇▇estors Service Inc. and Standard & Poor's Ratings Services ▇▇ ▇▇▇ to the effect that such amendment will not result in a downgrading of its respective rating then assigned to the Company Preferred Securities.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Ubs Preferred Funding Trust Iii), Limited Liability Company Agreement (Ubs Preferred Funding Trust Iii)
General Provisions Regarding Subordinated Notes. (a) The Company may sell the Subordinated Notes only upon the affirmative vote of both a majority of the Board of Directors and the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and other Company Parity Preferred Securities (if any), voting together as a single class.
(b) The Company may not agree to any modification or amendment to the Subordinated Notes as long as any Company Preferred Securities or other Company Parity Preferred Securities (if any) are outstanding unless holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and other Company Parity Preferred Securities (if any), voting as a class, consent to such modification or amendment. Such consent to modification or amendment of to the Subordinated Notes shall not be required if (i) the proposed amendment or modification would not materially and adversely affect the rights, preferences, powers or privileges of the holders of the Company Preferred Stock and (ii) the Company has received a letter from each of Moody's Investors Mood▇'▇ ▇▇▇estors Service Inc. and Standard & Poor's Ratings Services ▇▇ ▇▇▇ to the effect that such amendment will not result in a downgrading of its respective rating then assigned to the Company Preferred Securities.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ubs Preferred Funding Co LLC I)
General Provisions Regarding Subordinated Notes. (a) The Company may sell the Subordinated Notes only upon the affirmative vote of both a majority of the Board of Directors and the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities (if any), voting together as a single class.
(b) The Company may not agree to any modification or amendment to the Subordinated Notes as long as any Company Preferred Securities or Company Parity Preferred Securities (if any) are outstanding unless holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities (if any), voting as a class, consent to such modification or amendment. Such consent to modification or amendment of the Subordinated Notes shall not be required if (i) the proposed amendment or modification would not materially and adversely affect the rights, preferences, powers or privileges of the holders of the Company Preferred Stock and (ii) the Company has received a letter from each of Moody's ▇▇▇▇▇'▇ Investors Service Inc. and Standard & Poor's Ratings Services ▇▇ ▇▇▇ to the effect that such amendment will not result in a downgrading of its respective rating then assigned to the Company Preferred Securities.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ubs Preferred Funding Trust Iv)