Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any fact exists which may require any adjustment of the Conversion Price or other adjustment, or with respect to the nature, 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 any such adjustment, or with respect to the correctness thereof. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, kind or amount of any item at any time issued or delivered upon the conversion of any Note, and neither the Trustee nor any other Conversion Agent makes any representations with respect thereto. Subject to Section 603, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item upon the surrender of any Note for conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article Twelve. 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 1205, but, subject to the provisions of Section 603, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate with respect thereto.
Appears in 2 contracts
Sources: Indenture (Iat Multimedia Inc), Indenture (Iat Multimedia 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 fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveARTICLE 12. 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 120512.6 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 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.3, 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 2 contracts
Sources: Indenture (Ual Corp /De/), 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 holder of Debentures to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve15. 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 120515.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.02, 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 (Millennium Chemicals Inc), Indenture (Graftech International 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 whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6038.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock or stock certificates or other securities or property or cash -79- 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 TwelveArticle. 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 120515.6 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 6038.1, 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 (Ibasis Inc), Indenture (Ibasis Inc)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item cash or shares of Common Stock or stock certificates or other securities or property 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 TwelveXII. 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 120512.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1, 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 (Trinity Industries Inc), Indenture (Trinity Industries 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 Securities to determine the Conversion Price or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article TwelveArticle. 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 120513.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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 holder of Debentures to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve16. 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 120516.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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
Sources: Indenture (Williams Companies Inc), Indenture (Williams Companies Inc)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item cash or shares of Common Stock or stock certificates or other securities or property 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 TwelveXII. 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 120512.4 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.4(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1, 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 (Manor Care Inc), Indenture (Manor Care 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 holder of Notes to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveXIV. 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 120514.06 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 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.01, may accept as conclusive evidence of the correctness of any such provisionsprovisions of this Indenture, 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 (Agco Corp /De), Indenture (Agco Corp /De)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item Common Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item Common 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 Article Twelve13. 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 120513.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.1, 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 (Minefinders Corp Ltd.), Indenture (Minefinders Corp 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 Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item Common Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item Common 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 Article Twelve13. 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 120513.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.1, 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 Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item securities or of any property, which may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120513.06 after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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 of responsibility to any Holder holders of Notes to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Class A Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor any other Conversion Agent makes any no representations with respect thereto. Subject to the provisions of Section 6036.1, neither the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any item shares of Class A 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 TwelveXVI. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120516.7 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by holders of Notes upon the conversion of their Notes after any event referred to in such Section 16.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.1, 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
Sources: Supplemental Indenture (Travelers Property Casualty 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 holder of Notes to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company and Citizens to issue, transfer or deliver any item 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 and Citizens contained in this Article Twelve15. 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 120515.06 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 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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.”
(k) Sections 15.08, 15.10 and 15.11 of the Base Indenture shall be amended such that references to “the Company” shall mean “Citizens”.
Appears in 1 contract
Sources: First Supplemental Indenture (Citizens Communications 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 any Holder holder of Debentures to determine the Conversion Price or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 Twelve16. 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 120516.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 16.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 (Lucent 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 to determine make a determination whether any fact exists which facts exist that may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount of any item shares of Common Stock, or of any securities or property, that may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provision of Section 6037.1 hereof, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock or stock certificates or other securities or property in 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 Twelve11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.6 hereof is required to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120511.6 relating either to the amount of shares receivable by Holders upon the conversion of their Notes after any event referred to in Section 11.6 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1 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
Sources: Indenture (Kti 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 Debentures to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6038.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120515.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their 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 6038.1, 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 holder of Notes to determine the Conversion Rate or whether any fact exists which facts exist that may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any stock, securities, other property, assets or cash that may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item shares of Common Stock or stock certificates or securities, other property, assets 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 Twelve17. 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 120517.06 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 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 (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 holder of Notes to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 Twelve15. 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 120515.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 holder of Notes to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any securities or other property, which may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item shares of Common Stock or stock certificates or other securities or other 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 TwelveXV. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent 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 such section relating either to the kind or amount of shares of stock or securities or other property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 120515.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.1, 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 (Ats Medical 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 fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or whether the same conforms with the provisions herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 Twelve2. 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 12052.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 2.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 603601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Opinion of Counsel and 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: Third Supplemental Indenture (Providian Financial 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 Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve5. 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 12055.07 relating either to the kind or amount of shares of Capital Stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in Section 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 603Article Six 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: Supplemental Indenture (Trex Co 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 to determine the Conversion Rate or whether any fact exists which facts exist that may require any adjustment (including any increase) of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve10. 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 120510.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 10.01.
Appears in 1 contract
Sources: Third Supplemental Indenture (Standard Pacific Corp /De/)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or of responsibility to any Holder holders of Notes to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor any other Conversion Agent makes any no representations with respect thereto. Subject to the provisions of Section 6037.01, neither the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveXII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120512.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by holders of Notes upon the conversion of their Notes after any event referred to in such Section 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.01, 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 ------------------------- 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 fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 TwelveFifteen. 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 120515.6 or Section 15.7 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 Section 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.1, 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 (At Home 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 Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item Common Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item Common 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 Article Twelve13. 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 120513.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.1, 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 (Minefinders Corp 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 Securities to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item Common Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, Security; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to the provisions of Section 6036.01, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item Common Shares or share 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 TwelveArticle. 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 120510.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Securityholders upon the conversion of their Securities after any event referred to in such Section 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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 (Leucadia National 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, Market Price Threshold, Stock Price Threshold, Stock Price Cap or Additional Premium Table or whether any fact exists facts exist which may require any adjustment of the Conversion Rate, Market Price or other adjustmentThreshold, Stock Price Threshold, Stock Price Cap and Additional Premium Table or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or whether the same conforms with the provisions herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 Twelve3. 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 12053.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 3.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 603601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Opinion of Counsel and 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: Fourth Supplemental Indenture (Providian Financial Corp)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder Noteholders to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveIX. 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 12059.07 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 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve6. 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 12056.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 (Dexcom 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 Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve6. 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 12056.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 (Macrovision Corp)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or of responsibility to any Holder holders of Notes to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor any other Conversion Agent makes any no representations with respect thereto. Subject to the provisions of Section 6037.01, neither the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveXII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120512.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by holders of Notes upon the conversion of their Notes after any event referred to in such Section 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.01, 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
Sources: Indenture (Amkor Technology 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 holder of Debentures to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve15. 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 120515.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.02, 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: Convertible Senior Debentures (Tower Automotive 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 fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Notes; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Article TwelveXIII. 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 120513.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 13.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6035.01, 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 (Lecroy Corp)
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 of Securities to determine whether any fact exists which may require any adjustment of the Conversion Price or other adjustmentconversion price, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustmentthe same, or with respect to whether a supplemental indenture need be entered into. Neither the correctness thereof. The Trustee and nor any other Conversion Agent shall not be accountable with respect to the validityregistration, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor any other Conversion Agent makes any representations representation with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, make or calculate any cash payment or issue or transfer or deliver any item 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 Article TwelveXIII. 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 deemed to determine be an original, but all such counterparts shall together constitute but one and the correctness same instrument. The exchange of any provisions contained in any supplemental indenture entered into pursuant to Section 1205, but, subject copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the provisions of Section 603, parties hereto and may accept as conclusive evidence be used in lieu of the correctness original Indenture for all purposes. Signatures of any such provisions, and the parties hereto transmitted by facsimile or PDF shall be protected in relying upon, the Officers' Certificate with respect theretodeemed to be their original signatures for all purposes.
Appears in 1 contract
Sources: Indenture (Payton Shipping 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 Noteholder to determine the Conversion Rate or whether any fact exists which facts exist that may require any adjustment (including any increase) of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120515.06 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 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 15.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 15.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 15.01(b).
Appears in 1 contract
Sources: Indenture (Charles River Laboratories International Inc)
Responsibility of Trustee. The Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate or whether any fact exists which facts exist that may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item securities or of any property, which may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve13. 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 120513.06 after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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 Debentureholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120515.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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 (Blackrock Inc /Ny)
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 Debentures to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price conversion price or other adjustment, adjustment or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6038.01, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock or stock certificates or other securities or properly 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 TwelveArticle. 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 120515.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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 (Schuler Holdings Inc)
Responsibility of Trustee. The Trustee and any other Conversion Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentExchange Rate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Exchange Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion exchange of any Note, ; and neither the Trustee nor and any other Conversion Exchange Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Exchange Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any item shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for conversion the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article Twelve13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120513.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Noteholders upon the exchange of their Notes after any event referred to in such Section 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the 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 (BioMed Realty Trust 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 to determine the Conversion Price, calculate the Conversion Rate or determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustmentthe same and, or subject to Sections 11.1 and 11.2 hereof and the provisions of this Article IX, shall be protected in relying upon an Officers’ Certificate with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Notes and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Article Twelveherein. Without limiting the generality of the foregoing, neither Neither the Trustee nor any the Conversion Agent shall be under responsible for determining whether any responsibility to determine event has occurred that makes the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 1205, but, subject Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the provisions Trustee and the Conversion Agent written notice with respect to the commencement or termination of Section 603such conversion rights, on which notices the Trustee and the Conversion Agent may accept as conclusive evidence of conclusively rely, and the correctness Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such provisions, and event or at such other times as shall be protected in relying upon, the Officers' Certificate with respect theretoprovided for herein.
Appears in 1 contract
Sources: Indenture (Aar Corp)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Notes to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve15. 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 120515.06 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 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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 (Ryerson Tull 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 Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item Common Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item Common 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 Article TwelveXVI. 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 120516.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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 (Gold Reserve 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 Debentures to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 Twelve15. 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 120515.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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 (Mentor Graphics 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 Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve6. 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 12056.06 relating either to the kind or amount of shares of stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 60311.01, 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 holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6036.1, 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 item 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 Article TwelveXI. 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 120511.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the 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 (C Cor Net 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 fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Notes; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Article Twelve4. 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 12054.07 relating either to the kind or amount of shares of stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 603601 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' ’ 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 Securities to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price conversion price or other adjustment, adjustment or with respect to the nature, 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 any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6037.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve10. 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 120510.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of Securities upon the conversion of their Securities after any event referred to in Section 10.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1, 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 before the execution of any such supplemental indenture) with respect thereto.
Appears in 1 contract
Sources: Indenture (Key Energy 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 holder of Debentures to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, 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 item 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 Twelve16. 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 120516.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 holder of Notes to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6038.1 hereof, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve15. 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 120515.6 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 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.1 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
Sources: Indenture (Ibasis 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 fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item Common Shares, or of any capital stock, other securities or other assets or property, that may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item Common Shares 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 Twelve8. 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 12058.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Noteholders upon the conversion of their Notes after any Merger Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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
Sources: First Supplemental Indenture (KKR Financial Holdings LLC)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method method(s) employed (or herein or in any supplemental indenture provided to be employed, ) in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant following any event referred to in Section 12055.07 relating either to the kind or amount of shares of stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in Section 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 60310.01, 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 Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve6. 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 12056.07 relating either to the kind or amount of shares of stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 60310.01, 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 (World Acceptance 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 holder of Debentures to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Debenture; and neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6038.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120515.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their 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 6038.1, 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 (Alkermes 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 Securities to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6038.1, neither the Trustee nor any Conversion Agent conversion ----------- agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120515.6 relating either to ------------ the kind or amount of shares of stock or securities or property (including cash) receivable by Securityholders upon the conversion of their 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 6038.1, 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 Securities to determine the Conversion Price or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article TwelveArticle. 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 120513.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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 (Flir Systems Inc)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any ------------------------- time be under any duty or of responsibility to any Holder holders of Convertible Subordinated Notes to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Convertible Subordinated Note, ; and neither the Trustee nor any other Conversion Agent makes any no representations with respect thereto. Subject to the provisions of Section 6037.1, neither the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Convertible Subordinated Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article Twelve12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120512.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by holders of Convertible Subordinated Notes upon the conversion of their Convertible Subordinated Notes after any event referred to in such Section 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1, 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 (Leasing Solutions 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 Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve11. 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 120511.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, 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 (CBIZ, 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 Securities to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to the provisions of Section 6037.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 TwelveArticle. 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 120511.6 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 Securities after any event referred to in such Section 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1, may accept as conclusive conclu sive 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 fact exists facts exist, which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Class A Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note, ; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Class A 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 TwelveSeventeen. 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 12051705 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 1705 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 603601, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, 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: Second Supplemental Indenture (Sonic Automotive 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 Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, 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 any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve6. 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 12056.07 relating either to the kind or amount of shares of stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 60310.01, 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 to determine or calculate the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Notes; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Article Twelve4. 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 12054.07 relating either to the kind or amount of shares of stock or securities or property (including cash or any combination thereof) receivable by Holders upon the conversion of their Notes after any event referred to in Section 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.02 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' ’ 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 Securities to determine the Conversion Price or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article TwelveArticle. 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 120515.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6036.01, 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 (JDS Uniphase 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 Securities to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item 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 Twelve10. 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 120510.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, 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 (Invacare Corp)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or of responsibility to any Holder Holders to determine whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentPrice, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Convertible Secured Note, ; and neither the Trustee nor any other Conversion Agent makes any no representations with respect thereto. Subject to the provisions of Section 6037.1, neither the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Convertible Secured Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article TwelveXII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 120512.5 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Convertible Secured Notes after any event referred to in such Section 12.5 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6037.1, 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 (Crown Resources 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 holder of Notes to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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 neither the Trustee nor and any other Conversion Agent makes any conversion agent make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company and Citizens to issue, transfer or deliver any item 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 and Citizens contained in this Article Twelve15. 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 120515.07 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 pursuant to the Company’s election rights in Section 15.03 or after any event referred to in such Section 15.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6038.01, 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.”
(q) Sections 15.09, 15.11 and 15.12 of the Base Indenture shall be amended such that references to “the Company” shall mean “Citizens”.
Appears in 1 contract
Sources: First Supplemental Indenture (Citizens Communications Co)
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder Securityholder to determine the Conversion Rate or whether any fact exists facts exist which may require any adjustment of the Conversion Price or other adjustmentRate, or with respect to the nature, nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the correctness thereofsame. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity, value, validity or value (or the kind or amount amount) of any item 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, Securities; and neither the Trustee nor and any other Conversion Agent makes any make no representations with respect thereto. Subject to Section 603, neither Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any item shares of Common Stock 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 Article Twelve6. 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 12056.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6039.01, 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 (Borland Software Corp)