Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 8 contracts
Sources: Indenture (Ibasis Inc), Indenture (Financial Federal Corp), Indenture (Ibasis Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoingThe rights, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either privileges, protections, immunities and benefits given to the kind or amount of shares of stock or securities or property (Trustee, including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed and indemnified, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution in each of any such supplemental indenture) with respect theretoits capacities hereunder, including its capacity as Conversion Agent and as Bid Solicitation Agent.
Appears in 7 contracts
Sources: Indenture (Amicus Therapeutics Inc), Indenture (Sunedison, Inc.), Indenture (Sunedison, Inc.)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 6 contracts
Sources: Indenture (Iomega Corp), Indenture (Iomega Corp), Indenture (Corestaff Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 5 contracts
Sources: Indenture (Lattice Semiconductor Corp), Indenture (Burr Brown Corp), Lease Agreement (Getty Images Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 4 contracts
Sources: Indenture (Alliant Techsystems Inc), Indenture (Alliant Techsystems Inc), Indenture (Dress Barn Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the samesame or to determine or verify whether any facts exist which make the Notes eligible for conversion or have caused the Notes to no longer be eligible for conversion. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company or a designated institution to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoingThe rights, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either privileges, protections, immunities and benefits given to the kind or amount of shares of stock or securities or property (Trustee, including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed and indemnified, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution in each of any such supplemental indenture) with respect theretoits capacities hereunder, including its capacity as Conversion Agent.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Vivint Solar, Inc.), Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Sunedison, Inc.)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 4 contracts
Sources: Indenture (Covad Communications Group Inc), Indenture (Genesco Inc), Indenture (Financial Federal Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 4 contracts
Sources: Indenture (Electroglas Inc), Securities Purchase Agreement (Rockford Corp), Indenture (Rockford Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 4 contracts
Sources: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 4 contracts
Sources: Indenture (Celgene Corp /De/), Indenture (Atherogenics Inc), Indenture (Advanced Medical Optics Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes to determine when the Notes become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1601 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 3 contracts
Sources: First Supplemental Indenture (Goodrich Petroleum Corp), Third Supplemental Indenture (Goodrich Petroleum Corp), First Supplemental Indenture (Goodrich Petroleum Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 3 contracts
Sources: Indenture (LTX Corp), Indenture (Mentor Graphics Corp), Indenture (Globespan Inc/De)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which that may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.17.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIV. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 14.6 needs to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 3 contracts
Sources: Indenture (Netbank Inc), Indenture (Netbank Inc), Indenture (Computer Network Technology Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 3 contracts
Sources: Indenture (Lifepoint Hospitals, Inc.), Indenture (Maverick Tube Corporation), Indenture (Encore Capital Group Inc)
Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 3 contracts
Sources: Indenture (Level One Communications Inc /Ca/), Indenture (Premiere Technologies Inc), Indenture (Park Electrochemical Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 10.04 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 3 contracts
Sources: Indenture (Sierra Health Services Inc), Indenture (Brinker International Inc), Indenture (General Mills Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 4.06 hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 4.06 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Supplemental Indenture (Nvidia Corp/Ca), Supplemental Indenture (Nvidia Corp/Ca)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Stock Component Rate or whether any facts exist which may require any adjustment of the Conversion PriceStock Component Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Southwest to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company or Southwest contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: First Supplemental Indenture (Southwest Airlines Co), First Supplemental Indenture (Airtran Holdings Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to the Company or any holder of Notes to determine the Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.6 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Dave & Busters Inc), Indenture (General Electric Co)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.1 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' an Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: First Supplemental Indenture (Flotek Industries Inc/Cn/), First Supplemental Indenture (Flotek Industries Inc/Cn/)
Responsibility of Trustee. The Neither the Trustee and nor any other conversion agent Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine or monitor whether any facts exist which may require any adjustment of the Conversion Price, Price or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture Supplemental Indenture provided to be employed, in making the same. The Trustee same and any other conversion agent shall not be accountable with respect responsible to Holders for any failure by it to do so. Neither the Trustee nor any Agent shall be responsible for the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities Bonds or property, which may at any time be issued or delivered upon the conversion of any NoteBond; and neither the Trustee and nor any other conversion agent make no Agent makes any representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities Bonds or property or cash upon the surrender of any note Bond for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleARTICLE IX. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture Supplemental Indenture entered into pursuant to Section 15.6 9.5 relating either to the kind or amount of shares of stock Shares or securities Bonds or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Bonds after any event referred to in such Section 15.6 9.5 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, thereto may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate Officer’s Certificates and Opinions of Counsel provided by the Company to the Trustee (which the Company shall be obligated to file with the Trustee prior to before the execution of any such supplemental indentureSupplemental Indenture) with respect thereto.
Appears in 2 contracts
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Base Conversion Rate, or whether any facts exist which may require any adjustment of the Base Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Goodrich Petroleum Corp), Indenture (Cogent Communications Group Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' Officer’s Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Concur Technologies Inc), Indenture (Concur Technologies Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Endeavour Silver Corp), Indenture (Endeavour Silver Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 11.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 11.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.114.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (American Medical Systems Holdings Inc), Indenture (AMS Sales CORP)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash (including cash) upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Convergys Corp), Indenture (Convergys Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XV. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Tribune Co), Securities Purchase Agreement (Softkey International Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 4.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 4.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.14.07, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: First Supplemental Indenture (Molina Healthcare Inc), First Supplemental Indenture (Molina Healthcare Inc)
Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Viropharma Inc), Indenture (Semtech Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.such
Appears in 2 contracts
Sources: Indenture (KORE Group Holdings, Inc.), Indenture (KORE Group Holdings, Inc.)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Jetblue Airways Corp), Indenture (Triarc Companies Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Hornbeck Offshore Services Inc /La), First Supplemental Indenture (Veeco Instruments Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Class C Capital Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Class C Capital Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.such
Appears in 2 contracts
Sources: Indenture (Zillow Group, Inc.), Indenture (Zillow Group, Inc.)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle Five. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 5.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 5.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Sources: Indenture (Us Concrete Inc), Subscription Agreement (Us Concrete Inc)
Responsibility of Trustee. The Neither the Trustee and nor any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine whether any facts exist fact exists which may require any adjustment of the Conversion Priceconversion price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Neither the Trustee and nor any other conversion agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and neither the Trustee and nor any other conversion agent make no representations makes any representation with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XV. Without limiting The Trustee makes no representations as to the generality validity or sufficiency of this Indenture; the recitals and statements herein are deemed to be those of the foregoingCompany and not of the Trustee. This instrument may be executed in any number of counterparts, neither the Trustee nor any conversion agent each of which so executed shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment deemed to be made with respect theretoan original, but, subject but all such counterparts shall together constitute but one and the same instrument. (Signature Pages to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.Follow)
Appears in 2 contracts
Sources: Indenture (Intermagnetics General Corp), Indenture (Top Tankers Inc.)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 2 contracts
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 5.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 5.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares or stock share certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Verigy Ltd.)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be 109 118 obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Conexant Systems Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01 and Article 7 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: First Supplemental Indenture (TTM Technologies Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to the Company or any holder of Notes to determine the Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (CSK Auto Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholders to determine the Conversion Price or whether any facts exist which that may require any adjustment (including any decrease) of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Article V. Without limiting the generality of the foregoing, neither the Trustee nor any other conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 5.4 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Compudyne Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the any Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Commscope Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or employed herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Wellpoint, Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Xilinx Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become exchangeable, the Exchange Rate, or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any NoteSecurity; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Parent or the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Parent or the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion exchange of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Intel Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Agco Corp /De)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Rovi Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Amdocs LTD)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1Sections 7.01 and 7.02 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Realogy Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Durect Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01, may accept as conclusive evidence of the correctness of any such 90 provisions, and shall be protected in relying upon, the any Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Andrew Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Intel Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Ual Corp /De/)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Debentureholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteDebenture; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Debentureholders upon the conversion of their Notes Debentures after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.such
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be 109 obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Conexant Systems Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Sepracor Inc /De/)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; Security and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Alliant Techsystems Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Electroglas Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or 123 133 with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Conexant Systems Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Town & Country Trust)
Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Conversion Exchange Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of Holdings or the Company Issuer contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Symbion Inc/Tn)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 15.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Canadian Solar Inc.)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Sepracor Inc /De/)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Novellus Systems Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Ual Corp /De/)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (LTX Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01 and Article VI of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.to
Appears in 1 contract
Sources: Indenture (Maxtor Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Parent to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Parent contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.and Parent shall
Appears in 1 contract
Sources: First Supplemental Indenture (Texas Instruments Tucson Corp)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Spectrasite Holdings Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Sepracor Inc /De/)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Airtran Airways Inc)
Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Riverstone Networks Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.18.01, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, 8.01 may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Chiron Corp)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Evergreen Solar Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes or the Company to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoingThe rights, neither privileges, protections, immunities and benefits given to the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (Indenture, including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed, subject to the provisions of Section 8.1and indemnified, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officers' Certificate (which Trustee in each of its capacities hereunder, including its capacity as Conversion Agent and if it is so appointed by the Company shall be obligated to file with the Trustee prior to the execution of any and accepts such supplemental indenture) with respect theretoappointment, as Bid Solicitation Agent.
Appears in 1 contract
Sources: Indenture (Claiborne Liz Inc)
Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither -- the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or ----- amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, ----- subject to the provisions of Section 8.18.01, may accept as conclusive evidence of ---- the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Axcelis Technologies Inc)
Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Ten. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 1006 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 1006 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1Article Seven of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the any Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract