Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount of the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trustee, at the expense of the Depositor, an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 5 contracts
Sources: Trust Agreement (Southern Community Financial Corp), Trust Agreement (Southern Community Financial Corp), Trust Agreement (Carolina Bank Holdings Inc)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Capital Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 5 contracts
Sources: Trust Agreement (Air T Inc), Trust Agreement (Air T Funding), Trust Agreement (Air T Inc)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Six of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a "grantor trust trust" and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a "grantor trust trust" or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 5 contracts
Sources: Trust Agreement (Public Service Co of Oklahoma), Trust Agreement (Central Power & Light Co /Tx/), Trust Agreement (Southwestern Electric Power Co)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 4 contracts
Sources: Trust Agreement (Southwest Bancorp Inc), Trust Agreement (Peoples Bancshares Inc), Trust Agreement (FCNB Capital Trust)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not not
(i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; ,
(ii) waive any past default which is waivable under Article VII Section 5.13 of the Indenture; ,
(iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or , or
(iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that the Trust shall continue to will not be classified as a grantor trust and not as an association taxable as a corporation for United States federal Federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, ,
(i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or , or
(ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 4 contracts
Sources: Trust Agreement (Ace Ina Holdings Inc), Trust Agreement (Ace Ina Holdings Inc), Trust Agreement (Ace LTD)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing execute any trust or power conferred on the Debenture Trustee or the Property Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Section 5.13 of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of and interest on all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel Counsel, experienced in such matters to the effect that such action shall not cause the Trust shall continue to fail to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such that action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would cease to fail to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 4 contracts
Sources: Trust Agreement (Downey Financial Capital Trust Iii), Trust Agreement (Downey Financial Capital Trust Iii), Trust Agreement (Downey Financial Capital Trust I)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512513, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 4 contracts
Sources: Trust Agreement (Independent Bank Corp /Mi/), Trust Agreement (Ifc Capital Trust Ii), Trust Agreement (Independent Bank Corp /Mi/)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 3 contracts
Sources: Trust Agreement (Private Bancorp Capital Trust I), Trust Agreement (Ifc Capital Trust Ii), Trust Agreement (Wintrust Capital Trust Ii)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures Debt Securities are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or executing any trust or power conferred on the Debenture Indenture Trustee with respect to such Debentures; Debt Securities, (ii) waive any past default which is waivable under Article VII Section _____ of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Debt Securities shall be due and payable; payable or (iv) consent to any an amendment, modification or termination of the Indenture or the DebenturesDebt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder the Holders of Outstanding Debentures more than a majority of the aggregate principal amount of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder at least the same proportion in Liquidation Amount of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Preferred Securities of any notice of default received from the Debenture Indenture Trustee with respect to the DebenturesDebt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will not be classified as a grantor trust and not as 49 -43- an association taxable as a corporation for United States federal Federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in liquidation amount Liquidation Amount of the Outstanding Trust Securities; provided, however, that if an amendment affects only the powers, preferences or special rights of Preferred Securities or Common Securities, then such 66 2/3% approval is required only from the affected class. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease cause the Trust to fail or cause to be classified as a grantor trust for United States Federal income tax purposes.
(d) In the event the consent of the Property Trustee as holder of the Debt Securities is required under the Indenture with respect to any amendment or modification of the Indenture, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment or modification and shall vote with respect to such amendment or modification as directed by the Holders of a majority in Liquidation Amount of the Trust Securities voting together as a single class; provided, however that where a consent under the Indenture would require the consent of more than a majority of the aggregate principal amount of Debt Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in an aggregate Liquidation Amount of the Trust Securities; provided further, that the Property Trustee shall not take any action in accordance with the directions of the Holders of Trust Securities under this Section 6.1(d) unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States federal income tax purposes.purposes as a result of such action and that each Holder of Trust Securities will be treated as owning an undivided beneficial ownership interest in the corresponding Debt Securities. 50 -44-
Appears in 3 contracts
Sources: Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Atlas Air Capital Iii)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Security holders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 3 contracts
Sources: Trust Agreement (Spectrum Capital Trust I), Trust Agreement (Fw Capital I), Trust Agreement (Spectrum Capital Trust Ii)
Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Subordinated Debentures are held by the Property TrusteeIssuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Property Trustee with respect to such Subordinated Debentures; , (ii) waive any past default with respect to the Subordinated Debentures which is waivable under Article VII Section 513 of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture Subordinated Debentures or the Indenture with respect to the Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of Preferred Securitieseach Outstanding Capital Security affected thereby. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.
(c) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities:
(i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that:
(A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.at all times that any Capital Securities are outstanding, [or]
(cB) If the Issuer Trust will not be required to register as an "investment company" under the Investment Company Act of 1940, as amended, [or]
(C) if applicable, insert: a Capital Treatment Event (as defined in the Indenture) does not occur]. provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or as other than a grantor trust for United States federal Federal income tax purposes.
(d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with:
(i) the consent of Holders representing at least a majority (based upon liquidation amounts) of the Outstanding Capital Securities (and Common Securities); and
(ii) receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust's status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust's exemption from status as an "investment company" under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date; or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder's Capital Securities on or after such date.
Appears in 3 contracts
Sources: Trust Agreement (Goldman Sachs Capital V), Trust Agreement (Goldman Sachs Capital V), Trust Agreement (Goldman Sachs Group Inc/)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 3 contracts
Sources: Trust Agreement (Wintrust Financial Corp), Trust Agreement (Wintrust Capital Trust I), Trust Agreement (Wintrust Capital Trust I)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 3 contracts
Sources: Trust Agreement (Rbi Capital Trust I), Trust Agreement (First Banks Inc), Trust Agreement (1st Source Capital Trust Ii)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 3 contracts
Sources: Trust Agreement (S Y Bancorp Inc), Trust Agreement (Republic Capital Trust I), Trust Agreement (S Y Bancorp Capital Trust I)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trustee, at the expense of the Depositor, an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 3 contracts
Sources: Trust Agreement (Metropolitan Financial Corp /Oh/), Trust Agreement (Metropolitan Capital Trust I), Trust Agreement (Metropolitan Capital Trust Ii)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Stifel Financial Corp), Trust Agreement (Stifel Financial Corp)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Capital Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Community First Bankshares Inc), Trust Agreement (Community First Bankshares Inc)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Mb Capital I), Trust Agreement (United Community Bancshares Inc)
Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 512, 810 and 1002 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Capital Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Capital Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Capital Securities of such Holder on or after the due dates specified in the Debentures.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Section 813 of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Capital Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by pursuant to a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will be classified as a "grantor trust trust" and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to not be classified as a "grantor trust or would be classified as trust" but an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Texas Utilities Electric Co), Trust Agreement (Texas Utilities Electric Co)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512513, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Mb Financial Capital Trust I), Trust Agreement (Mb Financial Inc /Md)
Limitations on Voting Rights. (a) Except as otherwise provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Trust Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Trust Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Trust Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Front Range Capital Trust I), Trust Agreement (Front Range Capital Trust I)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.02 of this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders not less than a majority in Liquidation Amount of at least a Majority in liquidation amount of the all Outstanding Preferred Securities; provided, however, that where the Indenture expressly provides that a consent under the Indenture thereunder would require the consent of each Holder holder of Outstanding outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Administrative Trustees and the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to and the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Administrative Trustees and the Property Trustee otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-winding- up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities Securities, voting as a class shall single class, will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Ozark Capital Trust), Trust Agreement (Bank of the Ozarks Inc)
Limitations on Voting Rights. (a) Except as provided in this Section 6016.1, in Sections 5125.14, 810 8.10 and 1002 10.2 and in the Indenture and as otherwise set forth in the Guarantee or as required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, forth or contained in the terms of the Trust Securities Certificates, Certificates be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, Trustee or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Holders of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities Securities, as a class class, shall be entitled to vote on such amendment or proposal proposal, and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (Abc Bancorp Capital Trust I), Trust Agreement (Abc Bancorp Capital Trust I)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trustee, at the expense of the Depositor, an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.a
Appears in 2 contracts
Sources: Trust Agreement (VBC Capital I), Trust Agreement (VBC Capital I)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.02 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination dissolution of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Sources: Trust Agreement (BVBC Capital Trust I), Trust Agreement (Blue Valley Ban Corp)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512, 810 Section 8.2 and 1002 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
. If any Event of Default has occurred and is continuing, the Holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (b) which shall be as provided below). So long as any Debentures are held by the Property Trustee, the Trustees shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (iiB) waive any past default which is waivable under Article VII Section 5.13 of the Indenture; , (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (ivD) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount aggregate Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred record of the Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will not be classified as a grantor trust and not as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action.
(c. The provisions of this Section 6.1 of this Trust Agreement shall be in lieu of Section 316(a)(1)(A) of the Trust Indenture Act, and such Section 316(a)(1)(A) is hereby expressly excluded from this Trust Agreement and the Preferred Securities, as permitted by the Trust Indenture Act. If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) effect the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount aggregate Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
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Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.02 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
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Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Subordinated Debentures are held by the Property TrusteeIssuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Property Trustee with respect to such Subordinated Debentures; , (ii) waive any past default with respect to the Subordinated Debentures which is waivable under Article VII Section 513 of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture Subordinated Debentures or the Indenture with respect to the Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of Preferred Securitieseach Outstanding Capital Security affected thereby. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.
(c) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities:
(i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that:
(A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.at all times that any Capital Securities are outstanding, [or]
(cB) If the Issuer Trust will not be required to register as an "investment company" under the Investment Company Act of 1940, as amended, [or]
(C) if applicable, insert: a Capital Treatment Event (as defined in the Indenture) does not occur]. provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or as other than a grantor trust for United States federal Federal income tax purposes.
(d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with:
(i) the consent of Holders representing at least a majority (based upon liquidation amounts) of the Outstanding Capital Securities; and
(ii) receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust's status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust's exemption from status as an "investment company" under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date; or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder's Capital Securities on or after such date.
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Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Subordinated Debentures are held by the Property TrusteeIssuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Property Trustee with respect to such Subordinated Debentures; , (ii) waive any past default with respect to the Subordinated Debentures which is waivable under Article VII [Section [ ]] of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture Subordinated Debentures or the Indenture with respect to the Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of Preferred Securitieseach Outstanding Capital Security affected thereby. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.
(c) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities:
(i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that:
(A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.at all times that any Capital Securities are outstanding, [or]
(cB) If the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended, [or]
(C) [if applicable, insert: a Capital Treatment Event (as defined in the Indenture) does not occur]. provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or as other than a grantor trust for United States federal Federal income tax purposes.
(d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with:
(i) the consent of Holders representing at least a majority (based upon liquidation amounts) of the Outstanding Capital Securities (and Common Securities); and
(ii) receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust’s status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date; or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder’s Capital Securities on or after such date.
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Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred the Trust Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Trust Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Trust Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
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Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.2 and in the Junior Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures Junior Debt Securities are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Junior Indenture Trustee, or executing any trust or power conferred on the Debenture Junior Indenture Trustee with respect to such Debentures; the Junior Debt Securities, (ii) waive any past default which is waivable under Article VII Section 5.13 of the Junior Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Debt Securities shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Junior Indenture or the DebenturesJunior Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; , provided, however, that where a consent under the Junior Indenture would require the consent of each Holder holder of Outstanding Debentures Junior Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trustee, at the expense of the Depositor, an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.Preferred
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Sources: Trust Agreement (Cna Financial Corp)
Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 5125.14, 810 8.10 and 1002 10.02 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any written notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.02 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.the
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Trust Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Trust Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Trust Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred the Trust Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Trust Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Trust Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Outstanding Trust Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material natural respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Capital Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, 4821-9020-5592, v. 11 prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Sources: Trust Agreement (Air T Inc)
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5128.10 and 10.02 hereof, 810 and 1002 and in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Section 513 of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount aggregate Liquidation Amount of the Outstanding Preferred Securities; provided, however, that where a consent under the -------- ------- Subordinated Indenture would require the consent of each Holder holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will not be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Sources: Trust Agreement (Rouse Company)
Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Subordinated Debentures are held by the Property TrusteeIssuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Property Trustee with respect to such Subordinated Debentures; , (ii) waive any past default with respect to the Subordinated Debentures which is waivable under Article VII Section 513 of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture Subordinated Debentures or the Indenture with respect to the Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of Preferred Securitieseach Outstanding Capital Security affected thereby. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.
(c) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities:
(i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that:
(A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as other than an association taxable as a corporation for United States federal income tax purposes on account of such action.at all times that any Capital Securities are outstanding, [or]
(cB) If the Issuer Trust will not be required to register as an "investment company" under the Investment Company Act of 1940, as amended, [or]
(C) if applicable, insert: a Capital Treatment Event (as defined in the Indenture) does not occur]. provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or as other than a grantor trust for United States federal Federal income tax purposes.
(d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with:
(i) the consent of Holders representing at least a majority (based upon liquidation amounts) of the Outstanding Capital Securities; and
(ii) receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust's status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust's exemption from status as an "investment company" under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date; or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder's Capital Securities on or after such date.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512, 810 and 1002 and in the Indenture Guarantee and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or executing any trust or power conferred on the Debenture Indenture Trustee with respect to such Debentures; Junior Subordinated Notes, (ii) waive any past default which is waivable under Article VII Section 5.13 of the Base Indenture and Section 2.9(d) of the Supplemental Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Base Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Trust Preferred Securities; , provided, however, that where a consent under the Supplemental Indenture would require the consent of each Holder holder of Outstanding Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Trust Preferred Securities of any notice of default received from the Debenture Indenture Trustee with respect to the DebenturesJunior Subordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust shall continue to be classified as other than a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such actionpurposes.
(c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Trust Preferred Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would cease to be classified as other than a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 6016.1, in Sections 5125.13, 810 8.10 and 1002 10.2 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII V of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512Section 9.10, 810 and 1002 and Section 9.19 or Section 11.03 of this Trust Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities CertificatesCertificates and the Control Certificate, be construed so as to constitute the Securityholders and the Control Party, respectively, from time to time as partners or members of an association. In each case where the Holders of the Trust Securities are entitled to vote, the Control Party shall not be entitled to vote.
(b) So long as any Junior Subordinated Debentures are held by or for the benefit of the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or executing any trust or power conferred on the Debenture Indenture Trustee with respect to such Debentures; Junior Subordinated Debentures or the Debentures Guarantee, (ii) waive any past default which is waivable under Article VII Section ___ of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that any interest payment or other payment with respect to the principal of all Junior Subordinated Debentures or the Debentures Guarantee shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Junior Subordinated Debentures, where such consent shall be required, or to any other action, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount aggregate Liquidation Amount of the all Outstanding Preferred Trust Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Preferred Trust Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, Trust Securities except by a subsequent vote of the Holders of the Outstanding Preferred Trust Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Trust Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the DepositorUS Affiliates pursuant to the Expense Agreement, obtain an Opinion of Counsel designated by the Control Party who is experienced in such matters to the effect that (A) the Trust shall continue to will not be classified as other than a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
, (cB) If any proposed amendment to the Trust Agreement provides for, or will fall within the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights provisions of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal Section 60 and such amendment or proposal shall will not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would company, in either case, for purposes of United Kingdom tax law, on account of such action and (C) neither the Trust, Yorkshire Finance nor Yorkshire Group will be classified required to register as an association taxable as a corporation for United States federal income tax purposes"investment company" under the Investment Company Act on account of such action.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 512, 810 and 1002 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Securities of such Holder on or after the due dates specified in the Debentures.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Section 813 of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will be classified as a "grantor trust trust" and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to not be classified as a "grantor trust or would be classified as trust" but an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property TrusteeIssuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing exercising any trust or power conferred on the Debenture Property Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default with respect to the Junior Subordinated Debentures which is waivable under Article VII Section 513 of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture Junior Subordinated Debentures or the Indenture with respect to the Junior Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of Preferred Securitieseach Outstanding Capital Security affected thereby. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.
(c) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities:
(i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that:
(A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.at all times that any Capital Securities are outstanding, or
(cB) If the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended, provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or as other than a grantor trust for United States federal Federal income tax purposes.
(d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with:
(i) the consent of Holders representing at least a majority (based upon Liquidation Amounts) of the Outstanding Capital Securities; and
(ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust’s status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder’s Capital Securities on or after such date.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 512, 810 and 1002 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Section 813 of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will be classified as a "grantor trust trust" and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to not be classified as a "grantor trust or would be classified trust" but as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Sources: Trust Agreement (Mp&l Capital I)
Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 512, 810 Section 8.10 and 1002 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Subordinated Notes or this Trust Agreement, a Holder of Preferred Trust Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against the Depositor or the Subordinated Notes Issuer to enforce the Property Trustee's rights under the Subordinated Notes or this Trust Agreement without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Subordinated Notes having a principal amount equal to the aggregate Liquidation Preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Subordinated Notes.
(b) So long as any Debentures Subordinated Notes are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Subordinated Notes Trustee, or executing any trust or power conferred on the Debenture Subordinated Notes Trustee with respect to such Debentures; Subordinated Notes, (ii) waive any past default which is waivable under Article VII Section 813 of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Subordinated Notes shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesSubordinated Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount majority of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder Holders of Outstanding Debentures greater than a majority in principal amount (a "Supermajority") of Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder the same Supermajority of Holders of Preferred Trust Securities; and further provided, that if any past default is not waivable under the Subordinated Indenture, it shall not be waivable under this Trust Agreement. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Trust Securities, except by pursuant to a subsequent vote of the Holders of the Outstanding Preferred Trust Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Preferred Trust Securities of any notice of default received from the Debenture Subordinated Notes Trustee with respect to the DebenturesSubordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Trust shall continue to be classified as a grantor trust and not as an association or publicly traded partnership taxable as a corporation for United States federal Federal income tax purposes on account of such actionpurposes.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. No amendment .
(d) The Holders of a majority in Outstanding Liquidation Amount of the Preferred Trust Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee in respect of this Trust Agreement may be made ifor the Subordinated Notes or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; provided, as a result of such amendmenthowever, that, subject to Section 8.01, the Trust would cease Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be classified as taken, or if the Property Trustee in good faith shall, by a grantor trust Responsible Officer or Officers of the Property Trustee, determine that the proceedings so directed would be classified as an association taxable as a corporation for United States federal income tax purposesillegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction.
Appears in 1 contract
Sources: Trust Agreement (PPL Corp)
Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Subordinated Debentures are held by the Property TrusteeIssuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Property Trustee with respect to such Subordinated Debentures; , (ii) waive any past default with respect to the Subordinated Debentures, which is waivable under Article VII Section 513 of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture Subordinated Debentures or the Indenture with respect to the Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of Preferred Securitieseach Outstanding Capital Security affected thereby. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.
(c) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities:
(i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that:
(A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.at all times that any Capital Securities are outstanding, [or]
(cB) If the Issuer Trust will not be required to register as an "investment company" under the Investment Company Act of 1940, as amended, [or]
(C) if applicable, insert: a Capital Treatment Event (as defined in the Indenture) does not occur]. provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or as other than a grantor trust for United States federal Federal income tax purposes.
(d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with:
(i) the consent of Holders representing at least a majority (based upon liquidation amounts) of the Outstanding Capital Securities; and
(ii) receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust's status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust's exemption from status as an "investment company" under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date; or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder's Capital Securities on or after such date.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 512, 810 and 1002 and in the Indenture Guarantee and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or executing any trust or power conferred on the Debenture Indenture Trustee with respect to such Debentures; Junior Subordinated Notes, (ii) waive any past default which is waivable under Article VII Section 5.13 of the Base Indenture and Section of the Supplemental Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Base Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Trust Preferred Securities; , provided, however, that where a consent under the Supplemental Indenture would require the consent of each Holder holder of Outstanding Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding the Trust Preferred Securities of any notice of default received from the Debenture Indenture Trustee with respect to the DebenturesJunior Subordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust shall continue to be classified as other than a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such actionpurposes.
(c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Trust Preferred Securities. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would cease to be classified as other than a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Capital Securities; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Capital Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
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Limitations on Voting Rights. (a) Except as provided in this Section 6016.01, in Sections 512, 810 and 1002 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Capital Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Capital Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Capital Securities of such Holder on or after the due dates specified in the Debentures.
(b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; , (ii) waive any past default which is waivable under Article VII Section 813 of the Subordinated Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Capital Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Capital Securities, except by pursuant to a subsequent vote of the Holders of the Outstanding Preferred Capital Securities. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property TrusteeTrustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to will be classified as a "grantor trust trust" and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in liquidation amount aggregate Liquidation Amount of the Outstanding Preferred Capital Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
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Limitations on Voting Rights. (a) Except as provided in this Section 601Section, in Sections 5125.14, 810 8.10 and 1002 10.02 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Junior Subordinated Debentures; , (ii) waive any past default which is waivable under Article VII Seven of the Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall will continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; , or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class shall will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.be
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Sources: Trust Agreement (Flagstar Trust)
Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512513, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.
(b) So long as any Debentures are held by the Property Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in liquidation amount Liquidation Amount of all the Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of the Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action.
(c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes.
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Limitations on Voting Rights. (a) Except as expressly provided in this Section 601, in Sections 512, 810 and 1002 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.
(b) So long as any Junior Subordinated Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Junior Subordinated Debentures Trustee, or executing execute any trust or power conferred on the Debenture Junior Subordinated Debentures Trustee with respect to such the Junior Subordinated Debentures; , (ii) waive any past default which is waivable that may be waived under Article VII Section 5.13 of the Original Indenture; , (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable; , or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be requiredrequired by the Holders of the Junior Subordinated Debentures pursuant to the terms of the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred SecuritiesNormal APEX and the Capital APEX then Outstanding, considered together as a single class; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred SecuritiesNormal APEX and Capital APEX. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred SecuritiesNormal APEX and the Capital APEX, except by a subsequent vote of the Holders of the Outstanding Preferred SecuritiesNormal APEX and the Capital APEX. The Property Trustee shall promptly notify each Holder all Holders of Outstanding Preferred Securities the Normal APEX and the Capital APEX of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred SecuritiesNormal APEX and the Capital APEX, prior to taking any of the foregoing actions, the Administrative Issuer Trustees shall provide to the Property Trusteeshall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust shall continue to be classified as a grantor trust and not as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States federal Federal income tax purposes on account of such actionpurposes.
(c) For so long as any Stock Purchase Contracts are outstanding, at the request of the Depositor the Property Trustee may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Capital Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or questions, provided, however, that such action pursuant to this clause (vi) shall not adversely affect the interest of the Holders of Capital Securities of any Series in any material respect. At the request of the Depositor the Property Trustee may, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal APEX and Stripped APEX then Outstanding, considered together as a single class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal APEX and Stripped APEX then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Junior Subordinated Debentures or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Junior Subordinated Debentures or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Junior Subordinated Debentures or Pledged Treasury Securities, (C) change the place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts.
(d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal APEX and the Stripped APEX then Outstanding, considered together as a single class. Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Depositor’s articles of organization that would change the dates on which dividends are payable on the Preferred Stock or the amount of such dividends, without the prior written consent of each Holder of Normal APEX and Stripped APEX. In addition to obtaining the foregoing approvals of the Holders of Normal APEX and Stripped APEX, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes.
(e) If any proposed amendment to or modification of the Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement provides for, or any of the Issuer Trustees otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred SecuritiesCapital Securities of any Series in a manner that is different from the manner in which it would affect the Capital Securities of other Series, whether by way of amendment to or modification of the Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement or otherwise; , or (ii) the dissolution, winding-dissolution and winding up or termination of the Trust, Issuer Trust other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Preferred Capital Securities as a class shall of such Series will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount Liquidation Amount of the Outstanding Preferred SecuritiesCapital Securities of such Series. No Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would cease to be classified as a grantor trust or would be classified as an association or publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States federal Federal income tax purposes.
(f) No amendment to or modification of any Transaction Document that adversely affects the rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent, the Securities Intermediary or the Custodial Agent shall be effective as against any such affected party without its consent.
(g) The Property Trustee may request a vote or seek the consent of the Holders of the applicable series of APEX in connection with any matters on which it is permitted to exercise voting or other consensual rights with respect to the Junior Subordinated Debentures pursuant to Section 7.01 of the Collateral Agreement.
Appears in 1 contract
Sources: Trust Agreement (State Street Corp)