Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04: (i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities; (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the Securities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable. (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 4 contracts
Sources: First Supplemental Indenture (Evergreen Solar Inc), First Supplemental Indenture (Evergreen Solar Inc), First Supplemental Indenture (Evergreen Solar Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestthe Redemption Price, if any) on, or the Repurchase Price and the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. provided, that a Paying Agent appointed as contemplated under Section 4.02 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestthe Redemption Price, if any) on, or the Repurchase Price and the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Any money and shares of Common Stock deposited with the Trustee, the Conversion Agent, or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the agreement Conversion Agent or such Paying Agent with respect to hold sums such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee, the Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 4 contracts
Sources: Indenture (MICROSTRATEGY Inc), Indenture (MICROSTRATEGY Inc), Indenture (MICROSTRATEGY Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Trustee and the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Change of Control Repurchase Price, if anyapplicable) on of, and any accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Change of Control Repurchase Price, if anyapplicable) on of, or any accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Securities Notes a sum sufficient to pay such principal, principal and any such accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, any interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officers’ Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, such Paying AgentsAgent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 4 contracts
Sources: Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04:
(i) 5.07, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal ofTrust Indenture Act, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(b) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.
(c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 11:00 a.m. Eastern Time on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the Securitiesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateact.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(cd) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the Company may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(de) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.07 is subject to Sections 12.03 13.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents13.05.
Appears in 3 contracts
Sources: Indenture (Baxter International Inc), Indenture (Baxter International Inc), Indenture (Baxter International Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04Section:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. .
(b) The Company shall, on or before the Business Day prior to each due date of the principal of or interest (including Additional Default Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestDefault Interest, if any, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(bc) If the Company shall act as its own Paying Agentpaying agent, it will, on or before the Business Day prior to each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(de) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 11.03 and 12.0411.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 3 contracts
Sources: Indenture (China Security & Surveillance Technology, Inc.), Indenture (China Security & Surveillance Technology, Inc.), Notes Purchase Agreement (China Security & Surveillance Technology, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) U.S. Dollars sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically become the Paying Agent.
(d) Anything in this Section 4.04 Subject to applicable escheatment laws, any money or property deposited with the contrary notwithstandingTrustee, the agreement to hold sums Conversion Agent or any Paying Agent, or then held by the Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agentthen held by the Company) shall be discharged from such trust and the Trustee shall have no control further liability with respect to such funds or property; and the Holder of any funds held by such other Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying AgentsAgent with respect to such trust money and shares of Class A Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 3 contracts
Sources: Indenture (Alteryx, Inc.), Indenture (Alteryx, Inc.), Indenture (Alteryx, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, Principal Amount of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal Principal Amount of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal Principal Amount of or interest (including Additional Interest, if any) Interest on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal Principal Amount or interestInterest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company or the Issuer shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, Principal Amount of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Principal Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, Principal Amount of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company Company, the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company Company, the Issuer or any Paying Agent to the Trustee, the Company Company, the Issuer or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 12.02 and 12.0412.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company or the Issuer if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 3 contracts
Sources: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp), Indenture (CSK Auto Corp)
Provisions as to Paying Agent. (a) The Company may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders of the SecuritiesNotes;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities Notes when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., 12:00 p.m. noon New York City time, on such date.. In the event that the Paying Agent receives funds in advance of the due date, the Paying Agent shall be entitled to invest such funds in the U.S. Bank Money Market Deposit Account, any earnings on which shall be for the account of the Company
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable. Upon any Event of Default under Sections 9.01(i) or 9.01(j), the Trustee shall automatically be the Paying Agent.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 Section 13.03 and 12.04Section 13.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 3 contracts
Sources: Indenture (Hc2 Holdings, Inc.), Indenture (Hc2 Holdings, Inc.), Indenture (Oclaro, Inc.)
Provisions as to Paying Agent. (a) If the Company Issuer shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company Issuer will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) Issuer to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities Notes when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company Issuer shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent paying agents is the Trustee) the Company Issuer will promptly notify the Trustee Trustees of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., New York City a.m. London time, on such date.
(b) If the Company Issuer shall act as its own Paying Agentpaying agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee Trustees of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) Issuer to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company Issuer or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company Issuer or any Paying Agent paying agent to the Trustee, the Company Issuer or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 13.03 and 12.0413.04. The No Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company Issuer if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 3 contracts
Sources: Indenture (Tower Semiconductor LTD), Indenture (Tower Semiconductor LTD), Indenture (Tower Semiconductor LTD)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestpremium, if any) , and any accrued and unpaid interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Trustee and the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, premium, if any) on , and any accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, premium, if any) on , or any accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or principal, premium, if any, and any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Securities Notes a sum sufficient to pay such principal, principal and any such accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent and Ordinary Shares deposited with the Transfer Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, premium, if any, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, premium, any interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, such Paying AgentsAgent or Transfer Agent with respect to such trust money and Ordinary Shares, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 3 contracts
Sources: Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04:
(i) 5.07, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal ofTrust Indenture Act, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(b) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.
(c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 12:00 p.m. on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the Securitiesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateact.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(cd) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the Company may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(de) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.07 is subject to Sections 12.03 13.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents13.05.
Appears in 3 contracts
Sources: Indenture (Baxalta Inc), Indenture (Baxter International Inc), Indenture (Baxter International Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure default by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Redemption Price and the Fundamental Change Purchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities when the same shall be due and payableNotes; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Redemption Price and the Fundamental Change Purchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, or accrued and unpaid interest on, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Redemption Price and the Fundamental Change Purchase Price, if acting as its own Paying Agentapplicable) of, accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 3 contracts
Sources: Indenture (Envestnet, Inc.), Indenture (Envestnet, Inc.), Indenture (Envestnet, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:4.04(a):
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) and accrued and unpaid Cash Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, if any) on and accrued and unpaid Cash Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or interest (including Additional Interestaccrued and unpaid Cash Interest on, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestaccrued and unpaid Cash Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) and accrued and unpaid Cash Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments principal and accrued and unpaid Cash Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) accrued and unpaid Cash Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.04(a), such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Any money or property deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, accrued and unpaid Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, Cash Interest or consideration due upon conversion has become due and payable shall, subject to applicable abandoned property laws, be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
(e) Upon any Event of Default pursuant to Section 6.01(h) or Section 6.01(i), the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not automatically be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 2 contracts
Sources: Indenture (Northern Star Acquisition Corp.), Indenture (Roth CH Acquisition I Co. Parent Corp.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or and accrued and unpaid interest (including Additional Interest, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or accrued and unpaid interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principalprincipal and accrued and unpaid interest, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, or accrued and unpaid interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Sections 12.03 Section 13.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsSection 13.04.
Appears in 2 contracts
Sources: Indenture (Lifepoint Hospitals, Inc.), Indenture (Lifepoint Hospitals, Inc.)
Provisions as to Paying Agent. (a) If the Company Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company Issuer will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change of Control Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) Issuer to make any payment of the principal (or such Change of or Control Purchase Price, as the case may be) of, and accrued and unpaid interest (including Additional Intereston, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company Issuer shall, on or before each due date of the principal (or the Change of or interest (including Additional InterestControl Purchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (or such Change of Control Purchase Price, as the case may be) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company Issuer shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change of Control Purchase Price, Redemption Price or cash payments made in respect of as the Additional Amount or Coupon Make Whole Payments case may be) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), Fundamental or such Change of Control Purchase Price, Redemption Price or cash payments made in respect of as the Additional Amount or Coupon Make Whole Payments case may be) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) Issuer to make any payment of the principal of, (or interest (including Additional Interest, if any) on, or the Fundamental such Change of Control Purchase Price, Redemption Price or cash payments made in respect of as the Additional Amount or Coupon Make Whole Payments case may be) of, and accrued and unpaid interest on, the Securities Notes when the same shall become due and payable. The Issuer may change the Paying Agent without prior notice to the Noteholders.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company Issuer may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company Issuer or any Paying Agent to the Trustee, the Company Issuer or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent (pursuant to Section 8.05), or then held by the Issuer, in this Section 4.04 trust for the payment of the principal (or the Change of Control Purchase Price, if applicable) of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal (or such Change of Control Purchase Price, as the case may be) and interest has become due and payable shall be paid to the contrary notwithstandingIssuer on request of the Issuer contained in an Officer’s Certificate, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents or (including the Company if acting as its own Paying Agent) and shall have no control of any funds then held by the Issuer) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Horizon Lines, Inc.), Indenture (Horizon Lines, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) 3.02 that it will hold all sums held by it as such agent for Paying Agent will, during the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice continuance of any failure Default by the Company (or by any other obligor on upon the SecuritiesNotes) to make in the making of any payment in respect of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of DefaultNotes, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trusttrust by such Paying Agent as such. The Company shall, on or before each due date of the principal of (excluding any Fundamental Change Repurchase Price with respect to), or interest (including Additional Intereston, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., 11:00 a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.02, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 3.02 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.02 is subject to Sections 12.03 and 12.04. Section 9.03.
(e) The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 2 contracts
Sources: Indenture (Redwood Trust Inc), Indenture (Redwood Trust Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any such interest or such consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as its own an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
(e) Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 2 contracts
Sources: Indenture (Akamai Technologies Inc), Indenture (Akamai Technologies Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.044.05:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestthe Redemption Price, if anyapplicable) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Redemption Price, if anyapplicable) on of the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Redemption Price, if anyapplicable) on of the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest(including the Redemption Price, if applicable), and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestthe Redemption Price, if anyapplicable) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Redemption Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interestthe Redemption Price, if anyapplicable) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 4.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent.
(d) Anything Subject to applicable abandoned property law, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Redemption Price, if applicable) of and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price, if applicable) or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 2 contracts
Sources: Indenture (Sandridge Energy Inc), Indenture (Integra Energy, L.L.C.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) U.S. Dollars sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent.
(d) Anything in this Section 4.04 Subject to applicable escheatment laws, any money or property deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agentthen held by the Company) shall be discharged from such trust and the Trustee shall have no control further liability with respect to such funds; and the Holder of any funds held by such other Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Brookdale Senior Living Inc.), Indenture (Brookdale Senior Living Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid Special Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, any accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Yahoo Inc), Indenture (Yahoo Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.043.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesCompany) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or of, and accrued and unpaid interest (including Additional Intereston, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, accrued and unpaid interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 a.m.11:00 a. m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or of and accrued and unpaid interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, principal and accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal ofof and accrued and unpaid interest on the Notes, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Sections 12.03 Section 11.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsSection 11.04.
Appears in 2 contracts
Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or of, and accrued and unpaid interest (including Additional Intereston, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional Intereston, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, principal and accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable. The Company may change the Paying Agent without prior notice to the Noteholders.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent (pursuant to Section 8.05), or then held by the Company, in this Section 4.04 trust for the payment of the principal of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Horizon Lines, Inc.), Indenture (Horizon Lines, Inc.)
Provisions as to Paying Agent. (a) The Company, with respect to the Securities of each series, prior to each due date of principal of or any premium or interest on such Securities, will deposit with the Paying Agent for such Securities a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest. If the Company shall appoint a Paying Agent other than the Trustee, or if Trustee with respect to the Trustee shall appoint such a Paying AgentSecurities of any series, the Company will notify the Trustee of its making, or failure to make, any such payment; and the Company also shall cause any such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.044.03, as follows:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of or any premium or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the on such Securities (whether such sums have been paid to it by the Company or by any other obligor on the such Securities) in trust for the benefit of the Holders of the SecuritiesPersons entitled thereto;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the such Securities) to make any payment of the principal of or any premium or interest (including Additional Interest, if any) on the such Securities when the same shall be due and payable; and
(iii) that it will forthwith pay to the Trustee, at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the Securities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for hold by it as such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateagent.
(b) If the Company shall act as its own Paying Agent, it willAgent with respect to the Securities of any series, on or before each due date or payment date of the principal of, of or any premium or interest (including Additional Intereston the Securities of such series, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, it will set aside, segregate and hold in trust for the benefit of the Holders of the Securities Persons entitled thereto a sum sufficient to pay such principal, premium or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor under the such Securities) to make any payment of the principal of, of or any premium or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the on such Securities when the same shall become due and payable.
(c) Anything Notwithstanding anything in this Section 4.04 4.03 to the contrary notwithstandingcontrary, the Company mayCompany, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, Indenture or for any other reason, may pay or cause by Company Order direct any Paying Agent to be paid pay to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by under this Section 4.04Indenture, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumsin this Indenture.
(d) Anything Notwithstanding anything in this Section 4.04 4.03 to the contrary notwithstandingcontrary, the agreement to hold sums in trust as provided in this Section 4.04 4.03 is subject to Sections 12.03 14.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents14.04.
Appears in 2 contracts
Sources: Indenture Regarding Subordinated Securities (Mercantile Bancorporation Inc), Indenture Regarding Subordinated Securities (Mercantile Bancorporation Inc)
Provisions as to Paying Agent. (a) The Company shall, on or before each due date of the Payments, Default Interest and/or Redemption Price, as applicable, on the Notes, deposit with the Paying Agent a sum sufficient to pay such Payments, Default Interest and/or Redemption Price, as applicable, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day.
(b) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor and Default Interest on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) Payments and Default Interest on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the Securities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(bc) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Payments and/or Default Interest, if any) on, or the Fundamental Change Purchase Redemption Price, Redemption Price or cash payments made in respect of as applicable, on the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Payments and/or Default Interest, if any), Fundamental Change Purchase or the Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable as applicable, and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Payments and/or Default Interest, if any) on, or the Fundamental Change Purchase Redemption Price, Redemption Price or cash payments made in respect of as applicable, on the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(de) Anything Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the Payments and/or Default Interest, or the Redemption Price, as applicable, on any Note and remaining unclaimed for two years shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
(f) Upon the occurrence of any Event of Default specified in Section 6.01(d) or Section 6.01(e), the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not automatically be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 2 contracts
Sources: Indenture (Iterum Therapeutics PLC), Indenture (Iterum Therapeutics PLC)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee and the Company an instrument in which such agent shall agree with the TrusteeTrustee and the Company, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Debentures in trust for the benefit of the Holders of the SecuritiesDebentures;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or of, and accrued and unpaid interest (including Additional Intereston, if any) on the Securities Debentures when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional Intereston, if any) on the SecuritiesDebentures, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City Eastern time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesDebentures, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, principal and accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(g) or Section 6.01(h), the Trustee shall automatically become the Paying Agent.
(d) Anything Subject to applicable escheatment laws, any money and Common Shares deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, accrued and unpaid interest on and the consideration due upon conversion of any Debenture and remaining unclaimed for two years after such principal, interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Debenture shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and Common Shares.
Appears in 2 contracts
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee Representative an instrument in which such agent shall agree with the TrusteeRepresentative, subject to the provisions of this Section 4.04:4.04(a):
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) and accrued and unpaid Cash Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee Representative prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, if any) on and accrued and unpaid Cash Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the TrusteeRepresentative, it will forthwith pay to the Trustee Representative all sums so held in trust. The Company shall, on or before each due date of the principal of of, or interest (including Additional Interestaccrued and unpaid Cash Interest on, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestaccrued and unpaid Cash Interest, and (unless such Paying Agent is the TrusteeRepresentative) the Company will promptly notify the Trustee Representative in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) and accrued and unpaid Cash Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments principal and accrued and unpaid Cash Interest so becoming due and payable and will promptly notify the Trustee Representative in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) accrued and unpaid Cash Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental IndentureAgreement, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee Representative all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.04(a), such sums or amounts to be held by the Trustee Representative upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the TrusteeRepresentative, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Any money or property deposited with any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, accrued and unpaid Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, Cash Interest or consideration due upon conversion has become due and payable shall, subject to applicable abandoned property laws, be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Representative or such Paying AgentsAgent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Note Issuance Agreement (Appgate, Inc.), Note Issuance Agreement (Northern Star Investment Corp. II)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.043.04:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, on the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders holders of the Securities;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) Interest on the Securities, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, Interest and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, PROVIDED that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentpaying agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, Interest on the Securities, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, Interest on the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.043.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.04 is subject to Sections 12.03 11.03 and 12.0411.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 2 contracts
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company it will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.044.4:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, on or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesDebentures) in trust for the benefit of the Holders holders of the SecuritiesDebentures;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesDebentures) to make any payment of the principal of, interest on or Redemption Price in respect of or interest (including Additional Interest, if any) on the Securities Debentures when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of, interest on or Redemption Price in respect of or interest (including Additional Interest, if any) on the SecuritiesDebentures, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestamounts, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentpaying agent, it will, on or before each due date or payment date of the principal of, interest on or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Debentures a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments amounts so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesDebentures) to make any payment of the principal of, interest on or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures when the same shall become due and payable.
(c) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.044.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 4.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 4.4 is subject to Sections 12.03 12.3 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents12.4.
Appears in 2 contracts
Sources: Indenture (Flowers Industries Inc /Ga), Indenture (Flowers Industries Inc /Ga)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company it will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.4:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestof and premium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interestand premium, if any) , or interest on the Securities Notes when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, premium, if any) , or interest on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal principal, premium, if any, or interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentpaying agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interestpremium, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, or interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.4, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.4 is subject to Sections 12.03 13.3 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents13.4.
Appears in 2 contracts
Provisions as to Paying Agent. (a) The Company, prior to each due date of principal of, premium, if any, or interest on the Notes, will deposit with the Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest. The Company hereby initially appoints the Trustee as Paying Agent. If the Company shall appoint a Paying Agent other than the Trustee, or if Trustee with respect to the Trustee shall appoint such a Paying AgentNotes, the Company will notify the Trustee of its making, or failure to make, any such payment; and the Company also shall cause any such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.043.03, as follows:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders of the SecuritiesPersons entitled thereto;
(ii2) that it will give the Trustee prompt oral notice confirmed in writing of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interestof, premium, if any) , or interest on the Securities Notes when the same shall be due and payable; and
(iii3) that it will, at any time during the continuance of an Event of Default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the Securities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for by it as such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateagent.
(b) If the Company shall act as its own Paying Agent, it willAgent with respect to the Notes, on or before each due date or payment date of the principal of, or interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, Notes it will set aside, segregate and hold in trust for the benefit of the Holders of the Securities Persons entitled thereto a sum sufficient to pay such principal, interest (including Additional Interestpremium, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor under the SecuritiesNotes) to make any payment of the principal of, or interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything Notwithstanding anything in this Section 4.04 3.03 to the contrary notwithstandingcontrary, the Company mayCompany, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, Indenture or for any other reason, may pay or cause by Company Order direct any Paying Agent to be paid pay to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by under this Section 4.04Indenture, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumsin this Indenture.
(d) Anything Notwithstanding anything in this Section 4.04 3.03 to the contrary notwithstandingcontrary, the agreement to hold sums in trust as provided in this Section 4.04 3.03 is subject to Sections 12.03 10.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents10.04.
Appears in 2 contracts
Sources: Indenture (Synovus Financial Corp), Indenture (Synovus Financial Corp)
Provisions as to Paying Agent. (a) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) following: “that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything Notwithstanding anything in this Section 4.04 the Base Indenture to the contrary notwithstandingcontrary, any money and shares of Common Stock deposited with the Company mayTrustee, at Conversion Agent or any timePaying Agent, or then held by the Company, in trust for the purpose payment of obtaining a satisfaction the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and discharge unpaid interest on and the consideration due upon conversion of this First Supplemental Indentureany Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or for any other reason, pay or cause to consideration due upon conversion has become due and payable shall be paid to the Trustee all sums held in trust by Company on request of the Company contained in an Officer’s Certificate, or any Paying Agent hereunder as required by this Section 4.04, such sums to be (if then held by the Trustee upon Company) shall be discharged from such trust; and the trusts herein contained and upon Holder of such payment by Note shall thereafter, as an unsecured general creditor, look only to the Company or any Paying Agent to for payment thereof, and all liability of the Trustee, the Company Conversion Agent or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstandingtrust money and shares of Common Stock, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions all liability of any other Paying Agents (including the Company if acting as its own Paying Agent) and trustee thereof, shall have no control of any funds held by such other Paying Agentsthereupon cease.
Appears in 2 contracts
Sources: First Supplemental Indenture (Repligen Corp), First Supplemental Indenture (Amag Pharmaceuticals Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price or the Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price or the Redemption Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price or the Redemption Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price or the Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price or the Redemption Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent.
(d) Anything Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the agreement Conversion Agent or such Paying Agent with respect to hold sums such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease; provided, however, that the Trustee, Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 2 contracts
Sources: Indenture (Lyft, Inc.), Indenture (Lyft, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional the Fundamental Change Repurchase Price, if applicable) and such accrued and unpaid Special Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as its own an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
(e) Upon any Event of Default pursuant to Section 6.01(h) or (i), the Trustee shall automatically be the Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture (Palo Alto Networks Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company party who appoints the paying agent will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.046.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestof and premium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesDebentures) in trust for the benefit of the Holders holders of the SecuritiesDebentures;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesDebentures) to make any payment of the principal of or interest (including Additional Interestand premium, if any) , or interest on the Securities Debentures when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, premium, if any) , or interest on the SecuritiesDebentures, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal principal, premium, if any, or interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentin lieu of a paying agent performs itself the functions performable by a paying agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Debentures a sum sufficient to pay such principal, interest (including Additional Interestpremium, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesDebentures) to make any payment of the principal of, or interest (including Additional Interestpremium, if any) on, or interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures when the same shall become due and payable.
(c) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.046.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 6.04 is subject to Sections 12.03 Section 14.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents14.
Appears in 1 contract
Sources: Indenture (Lucent Technologies Inc)
Provisions as to Paying Agent. (a) [Reserved].
(b) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 a.m., 1:00 p.m. New York City time, on such date.
(bc) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental the Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(de) Anything Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Oasis Petroleum Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid Special Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agentthen held by the Company) shall be discharged from such trust and the Trustee shall have no control further liability with respect to such funds; and the Holder of any funds held by such other Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (ServiceNow, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(ia) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(iib) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iiic) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) Interest on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestInterest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentpaying agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Sections 12.03 13.03 and 12.0413.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or of, and accrued and unpaid interest (including Additional Intereston, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional Intereston, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, principal and accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable. The Company may change the Paying Agent without prior notice to the Noteholders.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent (pursuant to Section 8.05), or then held by the Company, in this Section 4.04 trust for the payment of the principal of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officers’ Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or of, and accrued and unpaid interest (including Additional Intereston, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional Intereston, if any) on the SecuritiesNotes, irrevocably deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal and interest then due, or interestirrevocably deposit funds with the Paying Agent and deliver a certification to the Trustee that the Transfer Agent has been instructed to issue an amount of shares of Common Stock to Holders that, together with the deposited funds, are sufficient to pay such accrued and unpaid interest then due, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 no later than 11:00 a.m., New York City time, on such date. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and/or Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 4.04 and (ii) until they have confirmed receipt of immediately available funds sufficient to make the relevant payment. Neither the Paying Agent nor the Trustee (as applicable) shall be bound to make payment of any amount pursuant to this Indenture until it is satisfied that it has received full payment of such amount from or on behalf of the Company.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum Notes funds sufficient to pay such principalprincipal and interest then due, or funds and instruct the Transfer Agent to issue an amount of shares of Common Stock to Holders that, together with the funds, are sufficient to pay such accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, or accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on written request of any other Paying Agents (including the Company contained in an Officer’s Certificate delivered to the Trustee, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as Trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (Nextnav Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company or the Trustee, as applicable, will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i1) that it such Paying Agent will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesCompany) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii2) that it such Paying Agent will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it such Paying Agent will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) Interest on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestInterest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 12.02 and 12.0412.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) The Company may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts. If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
: (i1) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders of the Securities;
Notes; (ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities Notes when the same shall be due and payable; and
and (iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., 12:00 p.m. noon New York City time, on such date. In the event that the Paying Agent receives funds in advance of the due date, the Paying Agent shall be entitled to invest such funds in the U.S. Bank money market deposit account, any earnings on which shall be for the account of the Company. With respect to 52 the First Interest Period, the Company shall deliver to the Trustee the documentation necessary to increase the principal balance of the Notes to pay PIK Interest or to issue the PIK Notes.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable. Upon any Event of Default under Sections 9.01(i) or 9.01(j), the Trustee shall automatically be the Paying Agent.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(. d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 Section 15.03 and 12.04Section 15.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture (INNOVATE Corp.)
Provisions as to Paying Agent. (a) If the Company shall appoint a one or more Paying Agent Agents, other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause each such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.044.03:
(i1) that it will hold all sums held by it as such agent Paying Agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price and the Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on of the SecuritiesNotes) in trust for the benefit of the Holders of the SecuritiesHolders;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on of the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price and the Redemption Price, if anyapplicable) of and accrued and unpaid interest on the Securities Notes when the same shall be due and payable; and;
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust;
(4) that upon any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Paying Agent will serve as an agent of the Trustee; and
(5) that it will perform all other duties of paying agent as set forth in this Indenture. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price and the Redemption Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price and the Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price and the Redemption Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything Subject to any unclaimed property laws, any money or other property deposited with the Trustee, Conversion Agent or any Paying Agent, or any money, shares of Common Stock or other property then held by the Company, in this Section 4.04 to the contrary notwithstandingeach case, the Company may, at any time, in trust for the purpose payment of obtaining a satisfaction the principal (including the Fundamental Change Repurchase Price and discharge the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of this First Supplemental Indentureany Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable), interest or for any other reason, pay or cause to consideration due upon conversion has become due and payable shall be paid to the Trustee all sums held in trust by Company on request of the Company contained in an Officer’s Certificate, or any Paying Agent hereunder as required by this Section 4.04, such sums to be (if then held by the Trustee upon Company) shall be discharged from such trust; and the trusts herein contained and upon Holder of such payment by Note shall thereafter, as an unsecured general creditor, look only to the Company or any Paying Agent to for payment thereof, and all liability of the Trustee, the Company Conversion Agent or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to trust money and other property, and all liability of the contrary notwithstanding, the agreement to hold sums in trust Company as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions trustee of any money, shares of Common Stock or other Paying Agents (including the Company if acting as its own Paying Agent) and property, shall have no control of any funds held by such other Paying Agentsthereupon cease.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including and Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or and accrued and unpaid interest (including and Additional Interest, if any) , on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including the Fundamental Change Repurchase Price), or accrued and unpaid interest or Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price), or interestaccrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price), interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument incorporating the terms of the TIA and in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04Section:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before the Business Day prior to each due date of the principal of or interest (including Additional Interest, if any) Interest on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestInterest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentpaying agent, it will, on or before the Business Day prior to each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 11.03 and 12.0411.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 1 contract
Sources: Indenture (Origin Agritech LTD)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including and Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or and accrued and unpaid interest (including and Additional Interest, if any) , on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including the Fundamental Change Repurchase Price), or accrued and unpaid interest or Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price), or interestaccrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee Trustee, in writing, of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of (including the Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price), interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Indenture (Liberty Media Corp)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, or if the Trustee shall appoint such a Paying Agent, the Company it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) Section, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that Trust Indenture Act at any time during the continuance of an Event of Defaultany default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(b) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the securities of that series, set aside and segregate a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and comply with Section 317 of the Trust Indenture Act.
(c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to the opening of business on each due date of the principal of, premium, if any, or interest, if any, on any Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateact.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(de) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 12.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents12.05.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the TrusteeTrustee with respect to any series of Securities, or if the Trustee shall appoint such a Paying Agent, the Company it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) Section, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal ofTrust Indenture Act, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(a) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.
(b) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 12:00 p.m. on or before each due date date, except with respect to bonds issued outside the United States which it will, at or prior to 5:00 p.m. on the day prior to each due date, of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the Securitiesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payableact.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.04Section, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 12.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents12.05.
Appears in 1 contract
Sources: Indenture (Lilly Eli & Co)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeagree, subject to the provisions of this Section 4.045.03:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestany premium on, accrued and unpaid interest, if any) , on, or the Fundamental Change Purchase PricePrice and Additional Amounts, Redemption Price or cash payments made in if any, with respect of the Additional Amount or Coupon Make Whole Payments ofto, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, any premium on, accrued and unpaid interest, if any) , on Fundamental Change Purchase Price or Additional Amounts, if any, with respect to, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, any premium on, accrued and unpaid interest, if any) on , on, Fundamental Change Purchase Price for, and Additional Amounts, if any, with respect to, the SecuritiesNotes, deposit with the Paying Agent immediately available funds in a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal principal, premium, accrued and unpaid interest, Fundamental Change Purchase Price or interestAdditional Amounts, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, howeverprovided that, that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestany premium on, accrued and unpaid interest, if any) , on, or the Fundamental Change Purchase PricePrice for, Redemption Price or cash payments made in Additional Amounts, if any, with respect of the Additional Amount or Coupon Make Whole Payments ofto, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interestany premium, accrued and unpaid interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of Additional Amounts, as the Additional Amount or Coupon Make Whole Payments case may be, so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, premium on, accrued and unpaid interest on, Fundamental Change Purchase Price for, or interest (including Additional InterestAmounts, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in with respect of the Additional Amount or Coupon Make Whole Payments ofto, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent (if other than the Company) shall be released from all further liability with respect to such sums.
(d) Anything Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, Fundamental Change Purchase Price for, or Additional Amounts, if any, with respect to, any Note and remaining unclaimed for two years after such principal, premium, accrued and unpaid interest, Fundamental Change Purchase Price or Additional Amounts has become due and payable shall be paid to the contrary notwithstandingCompany on written request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the agreement Company shall cause to hold sums be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 calendar days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Indenture (Immunogen Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesDebentures, or otherwise) in trust for the benefit of the Holders holders of the SecuritiesDebentures;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesDebentures) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities Debentures when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the SecuritiesDebentures, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company or a Wholly-Owned Subsidiary shall act as its own Paying Agent, it willthe Company will (or will cause such Wholly-Owned Subsidiary to), on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Debentures a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesDebentures) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company Company, such Wholly-Owned Subsidiary or any such Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company Company, such Wholly-Owned Subsidiary or any such Paying Agent to the Trustee, the Company Company, such Wholly-Owned Subsidiary or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 12.02 and 12.0412.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company or a Wholly-Owned Subsidiary if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Convertible Senior Debentures (Tower Automotive Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee written notice of any failure default by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Redemption Price and the Fundamental Change Purchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities when the same shall be due and payableNotes; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Redemption Price and the Fundamental Change Purchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, or accrued and unpaid interest on, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and Class A Ordinary Shares deposited with the contrary notwithstandingTrustee or any Paying Agent or Conversion Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Redemption Price and the Fundamental Change Purchase Price, if acting as its own Paying Agentapplicable) of, accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and Class A Ordinary Shares, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Provisions as to Paying Agent. (aA) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) U.S. Dollars sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04:
(i) 5.10, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal ofTrust Indenture Act, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(b) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.
(c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 12:00 p.m. on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the Securitiesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateact.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(cd) Anything in this Section 4.04 5.10 to the contrary notwithstanding, the Company or the Guarantor may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.10, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(de) Anything in this Section 4.04 5.10 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.10 is subject to Sections 12.03 13.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents13.05.
Appears in 1 contract
Sources: Indenture (Baxter International Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on Table of Contents the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional the Fundamental Change Repurchase Price, if applicable) and such accrued and unpaid Special Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, any accrued and shall have no control unpaid Special Interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), Special Interest, if any, or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Provisions as to Paying Agent. (aA) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04:
(i) 5.05, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal ofTrust Indenture Act, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(B) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.
(C) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 12:00 p.m. on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the Securitiesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateact.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(cD) Anything in this Section 4.04 5.05 to the contrary notwithstanding, the Company or the Guarantor may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.05, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(dE) Anything in this Section 4.04 5.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.05 is subject to Sections 12.03 12.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents12.05.
Appears in 1 contract
Sources: Indenture (Lilly Eli & Co)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Change of Control Repurchase Price, if applicable) of, and any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Trustee and the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Change of Control Repurchase Price, if anyapplicable) on of, and any accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Change of Control Repurchase Price, if anyapplicable) on of, or any accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Change of Control Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(ba) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(cb) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(dc) Anything in this Section 4.04 Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (Firstenergy Corp)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Repurchase Price and Redemption Price, if applicable) of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Repurchase Price and Redemption Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Repurchase Price and Redemption Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Repurchase Price and Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture (HCI Group, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestthe Redemption Price, if any) on, or the Repurchase Price and the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. provided, that a Paying Agent appointed as contemplated under Section 4.02 shall not be required to deliver any such instrument. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00 a.m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestthe Redemption Price, if any) on, or the Repurchase Price and the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee, the Conversion Agent, or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee, the agreement Conversion Agent or such Paying Agent, as applicable, shall have no further liability with respect to hold sums such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee, the Conversion Agent or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeagree, subject to the provisions of this Section 4.044.03:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestany premium on, accrued and unpaid interest, if any) , on, or the Fundamental Change Purchase PriceRepurchase Price and Additional Amounts, Redemption Price or cash payments made in if any, with respect of the Additional Amount or Coupon Make Whole Payments ofto, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, any premium on, accrued and unpaid interest, if any) , on Fundamental Change Repurchase Price or Additional Amounts, if any, with respect to, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, any premium on, accrued and unpaid interest, if any) on , on, Fundamental Change Repurchase Price for, and Additional Amounts, if any, with respect to, the SecuritiesNotes, deposit with the Paying Agent immediately available funds in a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal principal, premium, accrued and unpaid interest, Fundamental Change Repurchase Price or interestAdditional Amounts, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, howeverprovided that, that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestany premium on, accrued and unpaid interest, if any) , on, or the Fundamental Change Purchase PriceRepurchase Price for, Redemption Price or cash payments made in Additional Amounts, if any, with respect of the Additional Amount or Coupon Make Whole Payments ofto, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interestany premium, accrued and unpaid interest, if any), Fundamental Change Purchase Price, Redemption Repurchase Price or cash payments made in respect of Additional Amounts, as the Additional Amount or Coupon Make Whole Payments case may be, so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, premium on, accrued and unpaid interest on, Fundamental Change Repurchase Price for, or interest (including Additional InterestAmounts, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in with respect of the Additional Amount or Coupon Make Whole Payments ofto, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.03, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent (if other than the Company) shall be released from all further liability with respect to such sums.
(d) Anything Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, any Note and remaining unclaimed for two years after such principal, premium, accrued and unpaid interest, Fundamental Change Repurchase Price or Additional Amounts has become due and payable shall be paid to the contrary notwithstandingCompany on written request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the agreement Company shall cause to hold sums be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 calendar days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Indenture
Provisions as to Paying Agent. (a) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) following: “that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything Notwithstanding anything in this Section 4.04 the Base Indenture to the contrary notwithstandingand subject to any unclaimed property laws, any money and shares of Common Stock deposited with the Company mayTrustee, at Conversion Agent or any timePaying Agent, or then held by the Company, in trust for the purpose payment of obtaining a satisfaction the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and discharge unpaid interest on and the consideration due upon conversion of this First Supplemental Indentureany Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or for any other reason, pay or cause to consideration due upon conversion has become due and payable shall be paid to the Trustee all sums held in trust by Company on request of the Company contained in an Officer’s Certificate, or any Paying Agent hereunder as required by this Section 4.04, such sums to be (if then held by the Trustee upon Company) shall be discharged from such trust; and the trusts herein contained and upon Holder of such payment by Note shall thereafter, as an unsecured general creditor, look only to the Company or any Paying Agent to for payment thereof, and all liability of the Trustee, the Company Conversion Agent or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstandingtrust money and shares of Common Stock, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions all liability of any other Paying Agents (including the Company if acting as its own Paying Agent) and trustee thereof, shall have no control of any funds held by such other Paying Agentsthereupon cease.
Appears in 1 contract
Sources: First Supplemental Indenture (Amag Pharmaceuticals Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.043.05:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest (including any Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or of, accrued and unpaid interest (including any Additional Interest, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or of, accrued and unpaid interest (including any Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, accrued and unpaid interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or accrued and unpaid interest (including any Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, or accrued and unpaid interest (including Additional Intereston the Notes, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 3.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.043.05, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 3.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 3.05 is subject to Sections 12.03 Section 11.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsSection 11.04.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) U.S. Dollars sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts. Upon the occurrence of any event specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically become the Paying Agent.
(d) Anything in this Section 4.04 Subject to applicable escheatment laws, any money or property deposited with the contrary notwithstandingTrustee, the agreement to hold sums Conversion Agent or any Paying Agent, or then held by the Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agentthen held by the Company) shall be discharged from such trust and the Trustee shall have no control further liability with respect to such funds or property; and the Holder of any funds held by such other Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Provisions as to Paying Agent. (a) The Company may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in the office through which any Paying Agent acts, provided that there shall be a Paying Agent in the City and State of New York at all times. If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, by 10:00 a.m. New York City time on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 13.03 and 12.0413.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal ofof and premium, if any, and accrued and unpaid interest (including and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesDebentures) in trust for the benefit of the Holders holders of the SecuritiesDebentures;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesDebentures) to make any payment of the principal of or and premium, if any, and accrued and unpaid interest (including and Additional Interest, if any) , on the Securities Debentures when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or premium, if any, or accrued and unpaid interest (including or Additional Interest, if any) , on the SecuritiesDebentures, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal principal, premium, if any, or interestaccrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or premium, if any, accrued and unpaid interest (including and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Debentures a sum sufficient to pay such principal, premium, if any, accrued and unpaid interest (including and Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesDebentures) to make any payment of the principal of, or premium, if any, accrued and unpaid interest (including and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Sections 12.03 Section 13.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsSection 13.04.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Notes and the Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the SecuritiesNoteholders;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or and accrued and unpaid interest (including Additional Interest, if any) on the Securities Notes and the Redemption Price when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or accrued and unpaid interest (including Additional Interest, if any) on and the SecuritiesRedemption Price of the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestaccrued and unpaid interest or the Redemption Price, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or accrued and unpaid interest (including Additional Interest, if any) on, on or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Noteholders a sum sufficient to pay such principal, accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, or Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, of accrued and unpaid interest on or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of or accrued and unpaid interest on or the Redemption Price of any Note and remaining unclaimed for two years after such principal or interest or Redemption Price has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officers’ Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent paying agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentpaying agent, the Company will cause such Paying Agent paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(ia) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(iia) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iiia) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) Interest on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestInterest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agentpaying agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Sections 12.03 13.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents13.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.05:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid Special Interest, if any, on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid Special Interest, if any) on , on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid Special Interest, if any) on , on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Purchase Price, if applicable) or interestsuch accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such due date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid Special Interest, if any, on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) and such accrued and unpaid Special Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, or accrued and unpaid Special Interest, if any, on, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums.
sums or amounts. Any money and Common Units deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (dincluding the Fundamental Change Purchase Price, if applicable) Anything in this Section 4.04 of, accrued and unpaid Special Interest, if any, on and the consideration due upon conversion of, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price, if applicable), Special Interest, if any, or the consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and Common Units, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. The Trustee of general circulation in the Borough of Manhattan, New York City, notice that such money and Common Units remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 calendar days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and Common Units then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional the Fundamental Change Repurchase Price, if applicable) and such accrued and unpaid Special Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums in the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as provided in this Section 4.04 is subject trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to Sections 12.03 and 12.04. The Trustee make any such repayment, may (but shall not be responsible for obligated) at the actions expense of any other Paying Agents (including the Company if acting as its own cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.
(e) Upon any Event of Default pursuant to Section 6.01(g) or (h), the Trustee shall automatically be the Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture (Twitter, Inc.)
Provisions as to Paying Agent. (a) The Company shall, on or before each due date of the Payments, Default Interest and/or Redemption Price, as applicable, on the Notes, deposit with the Paying Agent a sum sufficient to pay such Payments, Default Interest and/or Redemption Price, as applicable, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date; provided, further, that to the extent such deposit is received by the Paying Agent after 11:00
a. m. New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day.
(b) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor and Default Interest on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) Payments and Default Interest on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the Securities, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(bc) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Payments and/or Default Interest, if any) on, or the Fundamental Change Purchase Redemption Price, Redemption Price or cash payments made in respect of as applicable, on the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Payments and/or Default Interest, if any), Fundamental Change Purchase or the Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable as applicable, and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Payments and/or Default Interest, if any) on, or the Fundamental Change Purchase Redemption Price, Redemption Price or cash payments made in respect of as applicable, on the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(cd) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(de) Anything Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the Payments and/or Default Interest, or the Redemption Price, as applicable, on any Note and remaining unclaimed for two years shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
(f) Upon the occurrence of any Event of Default specified in Section 6.01(d) or Section 6.01(e), the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not automatically be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid Special Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, any accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (ServiceNow, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesDebentures, or otherwise) in trust for the benefit of the Holders holders of the SecuritiesDebentures;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesDebentures) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities Debentures when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) on the SecuritiesDebentures, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such date.
(b) If the Company Company, a Guarantor or a Wholly Owned Subsidiary shall act as its own Paying Agent, it willwill (or will cause such Wholly Owned Subsidiary to), on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesDebentures, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Debentures a sum sufficient to pay such principal, principal or interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesDebentures) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Debentures when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company Company, such Guarantor, such Wholly Owned Subsidiary or any such Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company Company, such Guarantor, such Wholly Owned Subsidiary or any such Paying Agent to the Trustee, the Company Company, such Guarantor, such Wholly Owned Subsidiary or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 12.02 and 12.0412.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company or a Wholly Owned Subsidiary if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Trustee and the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable abandoned property laws, any money deposited with the contrary notwithstandingTrustee or any Paying Agent and shares of Common Stock deposited with the Transfer Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, any accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, such Paying AgentsAgent or Transfer Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (Acorda Therapeutics Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid Special Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any such interest or such consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as its own an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
(e) Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture (Akamai Technologies Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.05:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesHolders;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Purchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Purchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Purchase Price, if applicable) or such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such due date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) and such accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, or accrued and unpaid interest on, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.05, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums.
sums or amounts. Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (dincluding the Fundamental Change Purchase Price, if applicable) Anything in this Section 4.04 of, accrued and unpaid interest on and the consideration due upon exchange of, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price, if applicable), interest or the consideration due upon exchange has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. The Trustee of general circulation in the Borough of Manhattan, New York City, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 calendar days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Indenture (Nextera Energy Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including and Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or and accrued and unpaid interest (including and Additional Interest, if any) , on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Subject to Sections 16.03 and 16.06, as applicable, the Company shall, on or before each due date of the principal of or interest (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), or accrued and unpaid interest or Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Redemption Price, Repurchase Price or interestFundamental Change Repurchase Price, as applicable), or accrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest of (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest and Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest of (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), accrued and unpaid interest and Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal (including the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable), interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agentwith respect to any series of Securities, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, Trustee subject to the provisions of this Section 4.04:
(i) 5.07, that it will hold all sums held by it as such agent for will, in addition to fulfilling the payment duties provided in Section 317 of the principal ofTrust Indenture Act, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Defaultany such default, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The trust by such Paying Agent.
(b) If the Company shallshall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317 of the Trust Indenture Act.
(c) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to 12:00 p.m. on or before each due date (except with respect to Securities issued outside the United States, which the Company will, at or prior to 5:00 p.m. on the day prior to each due date) of the principal of or interest (including Additional Interestof, premium, if any) , or interest, if any, on the Securitiesany Securities of that series, deposit with the a Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any its action or failure so to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 a.m., New York City time, on such dateact.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(cd) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the Company may, at its option, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of this First Supplemental IndentureSecurities hereunder, or for any other reason, pay or cause to be paid ACTIVE 255643008v.4 to the Trustee all sums held in trust for any such series by the Company it, or by any Paying Agent hereunder hereunder, as required by this Section 4.045.07, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sumscontained.
(de) Anything in this Section 4.04 5.07 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.07 is subject to Sections 12.03 13.04 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents13.05.
Appears in 1 contract
Sources: Indenture (Baxter International Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional the Fundamental Change Repurchase Price, if applicable) and such accrued and unpaid Special Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Fundamental Change Repurchase Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as its own an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be the Paying Agent) and shall have no control of any funds held by , if the Trustee is not the Paying Agent at such other Paying Agentstime.
Appears in 1 contract
Sources: Indenture (Docusign, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Repurchase Price and Redemption Price, if applicable) of, and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Repurchase Price and Redemption Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Repurchase Price and Redemption Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Repurchase Price and Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal (including the Repurchase Price and Redemption Price, if applicable) of, or and accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Repurchase Price and Redemption Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Repurchase Price and Redemption Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee Holders or the Trustee, as applicable, all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts, if paid or delivered to the Trustee, to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Holders or the Trustee, as applicable, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent or Conversion Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Repurchase Price and Redemption Price, if applicable) of, and accrued and unpaid interest on and the consideration due upon conversion of, any Note and remaining unclaimed for two years after such principal (including the Repurchase Price and Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (HCI Group, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price or Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Purchase Price or Redemption Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Purchase Price or Redemption Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Purchase Price or Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price or Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Fundamental Change Purchase Price or Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price or Redemption Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, or accrued and unpaid interest on the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable abandoned property laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Fundamental Change Purchase Price or Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price or Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums in the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as provided in this Section 4.04 is subject trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to Sections 12.03 and 12.04. The Trustee make any such repayment, may (but shall not be responsible for obligated to) at the actions expense of any other Paying Agents (including the Company if acting as its own cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.
(e) Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be the Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Sources: Indenture (Cyan Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:: #96856647v2
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, irrevocably deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and/or Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 4.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. Neither the Paying Agent nor the Trustee (as applicable) shall be bound to make payment of any amount pursuant to this Indenture until it is satisfied that it has received full payment of such amount from or on behalf of the Company.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and Common Shares deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on written request of the Company contained in an Officer’s Certificate delivered to the Trustee, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and Common Shares, and all liability of the Company as Trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (INVACARE HOLDINGS Corp)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.044.03:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments ) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price) of, if any) on and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price) of, if any) on or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments ) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments ) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.03, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Fundamental Change Repurchase Price) of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price) or interest has become due and payable shall, subject to applicable abandoned property law, be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remains unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: First Supplemental Indenture (Cobalt International Energy, Inc.)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section Section 4.04:
(i) : that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the Securities;
(ii) Holders; that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Redemption Price and the Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) and that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Redemption Price and the Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) . If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Redemption Price and the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Redemption Price and the Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) . Anything in this Section Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums.
(d) Anything in this Section 4.04 sums or amounts. Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Redemption Price and the Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease. Upon any Event of Default pursuant to Section 6.01(h) or Section 6.01(i), the Trustee shall automatically be Paying Agent for the Notes.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trusteeagree, subject to the provisions of this Section 4.044.03:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestany premium on, accrued and unpaid interest, if any) , on, or the Fundamental Change Purchase PriceRepurchase Price and Additional Amounts, Redemption Price or cash payments made in if any, with respect of the Additional Amount or Coupon Make Whole Payments ofto, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, any premium on, accrued and unpaid interest, if any) , on Fundamental Change Repurchase Price or Additional Amounts, if any, with respect to, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, any premium on, accrued and unpaid interest, if any) on , on, Fundamental Change Repurchase Price for, and Additional Amounts, if any, with respect to, the SecuritiesNotes, deposit with the Paying Agent immediately available funds in a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal principal, premium, accrued and unpaid interest, Fundamental Change Repurchase Price or interestAdditional Amounts, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, howeverprovided that, that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interestany premium on, accrued and unpaid interest, if any) , on, or the Fundamental Change Purchase PriceRepurchase Price for, Redemption Price or cash payments made in Additional Amounts, if any, with respect of the Additional Amount or Coupon Make Whole Payments ofto, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interestany premium, accrued and unpaid interest, if any), Fundamental Change Purchase Price, Redemption Repurchase Price or cash payments made in respect of Additional Amounts, as the Additional Amount or Coupon Make Whole Payments case may be, so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, premium on, accrued and unpaid interest on, Fundamental Change Repurchase Price for, or interest (including Additional InterestAmounts, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in with respect of the Additional Amount or Coupon Make Whole Payments ofto, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 4.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.044.03, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent (if other than the Company) shall be released from all further liability with respect to such sums.
(d) Anything Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, any Note and remaining unclaimed for two years after such principal, premium, accrued and unpaid interest, Fundamental Change Repurchase Price or Additional Amounts has become due and payable shall be paid to the contrary notwithstandingCompany on written request of the Company contained in an Officers' Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the agreement Company shall cause to hold sums be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 calendar days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including any Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or and accrued and unpaid interest (including any Additional Interest), if any) on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Subject to Section 13.03, the Company shall, on or before each due date of the principal of or interest (including the Fundamental Change Purchase Price), or accrued and unpaid interest or Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Purchase Price), or interestaccrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest of (including Additional Interest, if any) on, or the Fundamental Change Purchase Price), Redemption Price or cash payments made in respect of accrued and unpaid interest (including any Additional Interest) on the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interest, if any), the Fundamental Change Purchase Price), Redemption Price or cash payments made in respect of the accrued and unpaid interest (including any Additional Amount or Coupon Make Whole Payments Interest) so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or interest of (including Additional Interest, if any) on, or the Fundamental Change Purchase Price), Redemption Price or cash payments made in respect of accrued and unpaid interest (including any Additional Interest) on the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of (including the Fundamental Change Purchase Price), accrued and unpaid interest (including any Additional Interest) on any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Purchase Price), interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Indenture (Kaman Corp)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, of and accrued and unpaid interest (including and Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or and accrued and unpaid interest (including and Additional Interest, if any) , on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or accrued and unpaid interest (including or Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestaccrued and unpaid interest or Additional Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or accrued and unpaid interest (including and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, accrued and unpaid interest (including and Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or of accrued and unpaid interest (including and Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of or accrued and unpaid interest and Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, interest or Additional Interest has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officers’ Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be responsible for less than thirty days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money then remaining will be repaid to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Sources: Indenture (Alaska Communications Systems Group Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and any accrued and unpaid Special Interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or any accrued and unpaid Special Interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or interestany such accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and any accrued and unpaid Special Interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and any such accrued and unpaid Special Interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or interest (including Additional Interest, if any) any accrued and unpaid Special Interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything in this Section 4.04 to Any money and shares of Common Stock deposited with the contrary notwithstandingTrustee or any Paying Agent, or then held by the agreement to hold sums Company, in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions payment of any other Paying Agents the principal (including the Company Fundamental Change Repurchase Price, if acting as its own Paying Agentapplicable) of, any accrued and shall have no control unpaid interest on and the consideration due upon conversion of any funds Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.
Appears in 1 contract
Sources: Indenture (Etsy Inc)
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, Trustee or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid interest (including Additional InterestLiquidated Damages, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesCompany) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or of, and accrued and unpaid interest (including Additional InterestLiquidated Damages, if any) on on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of of, or accrued and unpaid interest (including Additional InterestLiquidated Damages, if any) on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestaccrued and unpaid interest (including Liquidated Damages, if any) and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 a.m.11:00 a. m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or of and accrued and unpaid interest (including Additional InterestLiquidated Damages, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, principal and accrued and unpaid interest (including Additional InterestLiquidated Damages, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments ) so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or of and accrued and unpaid interest (including Additional InterestLiquidated Damages, if any) onon the Notes, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.045.04:
(i1) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, of or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (including Additional Interest, if any) Interest on the Securities Notes when the same shall be due and payable; and
(iii3) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interest, if any) Interest on the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interestInterest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principal, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price principal or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments Interest so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal of, of or interest (including Additional Interest, if any) on, or Interest on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 4.045.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 5.04 is subject to Sections 12.03 13.02 and 12.0413.03. The Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal ofof or interest, interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (interest, including Additional Interest, if any) , on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (interest, including Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principalprincipal or interest, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal ofof or interest, or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 1 contract
Sources: First Supplemental Indenture (TTM Technologies Inc)
Provisions as to Paying Agent. (a) If Section 4.03(a)(3) of the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver Base Indenture is hereby amended with respect to the Trustee an instrument Notes by replacing such Section 4.03(a)(3) in which such agent shall agree its entirety with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interest, if any) on the Securities when the same shall be due and payable; and
(iii) following: “that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust; and”. The Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If Notwithstanding anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything Notwithstanding anything in this Section 4.04 the Base Indenture to the contrary notwithstandingcontrary, any money and shares of Common Stock deposited with the Company mayTrustee or any Paying Agent, at any timeor then held by the Company, in trust for the purpose payment of obtaining a satisfaction the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and discharge unpaid interest on and the consideration due upon conversion of this First Supplemental Indentureany Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or for any other reason, pay or cause to consideration due upon conversion has become due and payable shall be paid to the Trustee all sums held in trust by Company on request of the Company contained in an Officers’ Certificate, or any Paying Agent hereunder as required by this Section 4.04, such sums to be (if then held by the Trustee upon Company) shall be discharged from such trust; and the trusts herein contained and upon Holder of such payment by Note shall thereafter, as an unsecured general creditor, look only to the Company or any Paying Agent to for payment thereof, and all liability of the Trustee, the Company Trustee or such Paying Agent shall be released from all further liability with respect to such sums.
(d) Anything trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Company shall, at its sole expense, cause to be published once, in this Section 4.04 to a newspaper published in the contrary notwithstandingEnglish language, the agreement to hold sums customarily published on each Business Day and of general circulation in trust as provided in this Section 4.04 is subject to Sections 12.03 The Borough of Manhattan, The City of New York, notice that such money and 12.04. The Trustee shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal ofof or interest, interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes (whether such sums have been paid to it by the Company or by any other obligor on the SecuritiesNotes) in trust for the benefit of the Holders holders of the SecuritiesNotes;
(ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the SecuritiesNotes) to make any payment of the principal of or interest (interest, including Additional Interest, if any) , on the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (interest, including Additional Interest, if any) , on the SecuritiesNotes, deposit with the Paying Agent paying agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or interest, and (unless such Paying Agent paying agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent paying agent by 10:00 a.m., a.m. New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, of or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders holders of the Securities Notes a sum sufficient to pay such principalprincipal or interest, interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other obligor under the SecuritiesNotes) to make any payment of the principal ofof or interest, or interest (including Additional Interest, if any) on, or on the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent paying agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent paying agent to the Trustee, the Company or such Paying Agent paying agent shall be released from all further liability with respect to such sums.
(d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 1003(c) and 12.04(d) of the Base Indenture. The Trustee shall not be responsible for the actions of any other Paying Agents paying agents (including the Company if acting as its own Paying Agentpaying agent) and shall have no control of any funds held by such other Paying Agentspaying agents.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, and accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestthe Fundamental Change Repurchase Price, if anyapplicable) on of, or accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (of money, in funds which are immediately available on the due date for such payment) funds, sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Repurchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments if applicable) of, and accrued and unpaid interest on, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Holders of the Securities Notes a sum sufficient to pay such principal, interest principal (including Additional Interestthe Fundamental Change Repurchase Price, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments applicable) and accrued and unpaid interest so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable. Upon the occurrence of any Event of Default under Section 6.01(i) or Section 6.01(j), the Trustee shall automatically be the Paying Agent.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable escheat laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the contrary notwithstandingCompany on request of the Company contained in an Officer’s Certificate, or (if then held by the agreement Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to hold sums the Company for payment thereof, and all liability of the Trustee or such Paying Agent or the Company as trustee thereof with respect to such trust money and shares of Common Stock shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in trust as provided a newspaper published in this Section 4.04 is subject to Sections 12.03 the English language, customarily published on each Business Day and 12.04. of general circulation in The Trustee Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be responsible for less than 30 days from the actions date of such publication, any other Paying Agents (including unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying AgentsCompany.
Appears in 1 contract
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:
(i) that it will hold all sums held by it as such agent for the payment of the principal of, interest (including Additional Interestpremium, if any) , and any accrued and unpaid interest on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) Notes in trust for the benefit of the Trustee and the Holders of the SecuritiesNotes;
(ii) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest (including Additional Interestof, premium, if any) on , and any accrued and unpaid interest on, the Securities Notes when the same shall be due and payable; and
(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of or interest (including Additional Interestof, premium, if any) on , or any accrued and unpaid interest on, the SecuritiesNotes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal or principal, premium, if any, and any such accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided, however, provided that if such deposit is made on the due date, such deposit shall must be received by the Paying Agent by 10:00 11:00 a.m., New York City time, on such date.
(b) If the Company shall act as its own Paying Agent, it will, on or before each due date or payment date of the principal of, or and any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the SecuritiesNotes, set aside, segregate and hold in trust for the benefit of the Trustee and the Holders of the Securities Notes a sum sufficient to pay such principal, principal and any such accrued and unpaid interest (including Additional Interest, if any), Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments so becoming due and payable and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company (or any other obligor under the Securities) to make any payment of the principal of, or any accrued and unpaid interest (including Additional Interest, if any) on, or the Fundamental Change Purchase Price, Redemption Price or cash payments made in respect of the Additional Amount or Coupon Make Whole Payments of, the Securities Notes when the same shall become due and payable.
(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this First Supplemental Indenture, or for any other reason, pay or pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sumssums or amounts.
(d) Anything Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in this Section 4.04 trust for the payment of the principal of, premium, if any, any accrued and unpaid interest on and remaining unclaimed for two years after such principal, premium, any interest has become due and payable shall be paid to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04. The Trustee shall not be responsible for the actions Company on request of any other Paying Agents (including the Company contained in an Officer’s Certificate, or (if acting as its own Paying Agent) and shall have no control of any funds then held by the Company) shall be discharged from such other trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying AgentsAgent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
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Sources: Third Supplemental Indenture (Rockley Photonics Holdings LTD)