Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall: (a) reduce the principal amount of Notes whose Holders must consent to an amendment; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that adversely affects the conversion rights of any Notes; (e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note; (g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or (j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (WisdomTree, Inc.), Indenture (WisdomTree, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced a) Except as provided in Article 8) Section 9.01, with the consent of the Holders of at least not less than a majority of the aggregate in principal amount of the outstanding Notes then outstanding (determined in accordance with Article 8 and includingaffected by such supplemental indenture, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by act of such Holders delivered to the Company and the Trustee, at the Company’s expenseCompany when authorized by a Board Resolution, the Subsidiary Guarantors, if any and when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture of such Notes; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an each outstanding Note affected, no such supplemental indenture shallaffected thereby:
(ai) reduce the percentage of principal amount of outstanding Notes whose Holders may consent to an amendment, supplement or waiver;
(ii) reduce the rate or change the time or times for payment of interest, including default interest, on any outstanding Note;
(iii) reduce the principal amount of Notes whose Holders must consent to an amendmentany Note or change the Maturity Date of the Notes;
(biv) reduce the rate redemption price, including premium, if any, payable upon redemption of any Note or extend change the stated time for payment of interest on or times at which any NoteNote may or shall be redeemed;
(cv) reduce the principal of or extend repurchase price, including premium, if any, payable upon the Maturity Date repurchase of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(fvi) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;
(g) change the ranking of the Notes;
(hvii) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of principal of, premium, if any, or interest on any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) Note; or
(jviii) make any change in this Article 10 that requires each Holder’s consent the percentage of principal amount of Notes necessary to amend or waive compliance in Section 6.04 or Section 6.07 or in this sentence of this Section 9.02.
(b) In addition, any amendment to, or waiver of, the waiver provisions in Section 6.02 or Section 6.09. Upon of this Indenture relating to subordination of any Notes that adversely affects the written request rights of the Company, and upon Holders of the filing with the Trustee outstanding Notes of evidence of such series will require the consent of requisite the Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company of at least 75% in the execution aggregate principal amount of outstanding Notes of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but series then outstanding.
(c) It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such .
(d) A supplemental indenture that changes or eliminates any covenant or other provisions of this Indenture that has expressly been included solely for the benefit of one or more particular series of Notes, or that modifies the rights of the Holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(e) After an amendment, modification or waiver under this Section becomes effective, the Company shall deliver will send to the Holders affected thereby a notice (with a copy to the Trustee) briefly describing the amendments, modification or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)notice, or any defect in the noticetherein, will not not, however, in any way impair or affect the validity of the any such amendment, modification, supplemental indentureindenture or waiver.
Appears in 2 contracts
Sources: Indenture (Giant Industries Inc), Indenture (Giant Industries Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and Company, when authorized by the Trusteeresolutions of the Board of Directors, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto with the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest (including any interest Make-Whole Payment, if applicable) on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with delivery to the Trustee of evidence of the requisite consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (RumbleON, Inc.), Indenture (RumbleON, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes)Required Holders, the Company or the Guarantors (with respect to their Note Guarantee), when authorized by a Board Resolution, the Trustee and the TrusteeCollateral Agent, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, or any amendment or other supplements to the Notes Documents, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders, or waiving the Company’s compliance in any instance with any provision of this Indenture or the Notes, without notice to the other Holders of the Notes; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:;
(a) reduce change the stated maturity date of the principal amount of Notes whose Holders must consent to an amendmentor interest on the Notes;
(b) reduce the rate of principal amount of, interest on, or extend the stated time for payment of interest on any NoteMake Whole Amount in respect of, the Notes;
(c) reduce the amount of principal payable upon a Change of or extend the Maturity Date of any NoteControl;
(d) make change the currency of payment of principal of, interest on, or the Make Whole Amount in respect of, the Notes or change any change that adversely affects the conversion rights Note’s place of any Notespayment;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and of, interest on on, or Make Whole Amount in respect of, such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on on, or with respect to, the Notes;
(f) waive a Default or Event of Default in the payment of principal of, interest on, or Make Whole Amount in respect of, the Notes;
(g) [reserved];
(h) modify provisions with respect to such modification, amendment or waiver (including this Article 10 and Section 6.02 and Section 6.08), except to increase the percentage of Holders the consent of which is required for modification, amendment or waiver or to provide for consent of each affected Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by make any change in the provisions described under Section 14.02(a)(iii) orin this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any respect;
(j) make release all or a material portion of the Collateral in any transaction or series of related transactions or subordinate the Liens in favor of the Collateral Agent on all or a material portion of the Collateral (other than in accordance with the express terms of this Indenture and the other Notes Documents);
(k) expressly subordinate or change the ranking or priority of payment of the Notes or any Note Guarantee in right of payment to any other Indebtedness of the Company or any Guarantor (other than in accordance with the express terms of this Article 10 that requires each Holder’s consent Indenture and the other Notes Documents); or
(l) release all or a material portion of the value of the Note Guarantees of the Guarantors (except as expressly provided in the waiver provisions in Section 6.02 or Section 6.09Notes Documents). Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee and the Collateral Agent shall join with the Company in the execution of such supplemental indenture indenture, or any amendment or other supplements to the Notes Documents, unless such supplemental indenture or amendment or other supplement to the Notes Documents affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its their respective discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indentureindenture or any amendment or other supplement to the Notes Documents. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture or any amendment or other supplement to the Notes Documents becomes effective, the Company shall deliver give to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureindenture or any amendment or other supplement to the Notes Documents. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (NanoString Technologies Inc), Indenture (NanoString Technologies Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest interest, if any, on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest interest, if any, on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall is hereby authorized to, and the Trustee shall, join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Yahoo Inc), Indenture (Yahoo Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with delivery to the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Brookdale Senior Living Inc.), Indenture (Brookdale Senior Living Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of each of the Initial Holders, to the extent that any such Initial Holders continue to beneficially own at least 10% of the Notes then-outstanding, and the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors, and the Trustee and Collateral Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture amendment or indentures supplemental supplement to this Indenture, the Notes or any other Transaction Document hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of any interest on any Note, other than as may be provided for according to the terms of the Notes;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change of Control Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors authorizing the execution of any supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee and the Collateral Trustee shall join with the Company in the execution of such supplemental indenture amendment or supplement unless such supplemental indenture amendment or supplement affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture Indenture, any other Transaction Document or otherwise, in which case the Trustee or Collateral Trustee, as the case may be, may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes Securities then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, NotesSecurities), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, that, without the consent of each Holder of an outstanding Note Security affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes Securities whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest interest, including Additional Interest, on any NoteSecurity;
(c) reduce the principal of of, or any premium on, or extend the Maturity Date stated maturity of any NoteSecurity;
(d) make any change that adversely affects the conversion rights of any NotesSecurities;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note Security or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in of the covenants, definitions or otherwise;
(f) make any Note Security payable in a currencymoney, or at a place of payment, other than that stated in the NoteSecurity;
(g) change the ranking of the Notes;Securities; or
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09Securities. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for, the Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each Holder affected thereby (with respect to any Notes held by a nonconsenting Holder of an outstanding Note affected, no such supplemental indenture shall:the Notes):
(a1) reduce the principal amount of the Notes whose Holders must consent to an amendment;, supplement or waiver; or
(b2) reduce the principal of or change or have the effect of changing the Stated Maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes (other than Sections 1016 and 1017 and the defined terms used therein); or
(3) reduce the rate of or extend change the stated time for payment of interest on any Note;; or
(c4) reduce waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes Outstanding and a waiver of the payment default that resulted from such acceleration), or extend in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the Maturity Date consent of any Note;all Holders; or
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f5) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;such Notes; or
(g6) make any change in the ranking provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;; or
(h7) make any change in the foregoing amendment and waiver provisions; or
(8) impair the right of any Holder of the Notes to receive payment of principal and of, or interest on such H▇▇▇▇▇’s Note Holder's Notes on or after the due dates therefor theretofore or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) ; or
(j9) make any change in the subordination provisions of this Article 10 Indenture that requires each Holder’s consent or in would adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request Holders of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (NXS I LLC), Indenture (Amphenol Corp /De/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by change the provisions described under set forth in Section 14.02(a)(iii) 5.10; or
(j) make any change in this Article 10 9 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.059.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 9.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Assertio Therapeutics, Inc), First Supplemental Indenture (Depomed Inc)
Supplemental Indentures with Consent of Holders. With The Company and the Trustee, with the written consent (evidenced as provided in Article 8) of the Holders of at least a majority of the in aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, Debentures at the Company’s expensetime outstanding, may from time to time and at any time enter into an indenture amend the Indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, thatDebentures. However, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shallan amendment or supplement to the Indenture or the Debentures may not:
(a1) reduce the principal amount of Notes whose Holders must consent to an amendmentor premium on or change the Stated Maturity of any Debenture;
(b2) reduce the rate of or extend change the stated time for payment of cash interest on on, or reduce the accretion rate of, any NoteDebenture;
(c3) reduce or alter the principal method of computation of the Redemption Price, Purchase Price or extend the Maturity Date Change in Control Purchase Price of any NoteDebenture or the time when such Redemption Price, Purchase Price or Change in Control Purchase Price is payable;
(d4) make the principal of, or cash interest on, any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note Debenture payable in a currency, money or at a place of payment, securities other than that stated in the NoteDebenture or change the price of payment;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j5) make any change in this Article 10 that requires each Holder’s consent or in would impair any of the waiver provisions rights granted in Section 6.02 or Section 6.09. Upon the written request 5.8 of the Company, and upon Indenture in any material respect; or
(6) reduce the filing with percentage of principal amount of the Trustee outstanding Debentures required to amend or supplement the Indenture or waive any of evidence of its provisions. It shall not be necessary for the consent of requisite the Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 9.2 to approve the particular form of any proposed supplemental indenture. It amendment, but it shall be sufficient if such Holders approve consent approves the substance thereof. After any such supplemental indenture an amendment under this Section 9.2 becomes effective, the Company Trustee shall deliver mail to the Holders each Holder a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indentureamendment.
Appears in 2 contracts
Sources: Convertible Debentures Supplemental Indenture (International Paper Co /New/), Convertible Debentures Supplemental Indenture (International Paper Co /New/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, including consents obtained in connection with a repurchase of, or tender offer or exchange offer for, for the Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shall:affected thereby (with respect to any Notes held by a nonconsenting Holder of the Notes):
(a1) reduce the principal amount of the Notes whose Holders must consent to an amendment;, supplement or waiver; or
(b2) reduce the principal of or change or have the effect of changing the Stated Maturity of any Note or alter or waive the provisions with respect to the redemption of the Notes (other than Sections 1016 and 1017 and the defined terms used therein); or
(3) reduce the rate of or extend change or have the stated effect of changing the time for payment of interest on any Note;; or
(c4) reduce waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes Outstanding and a waiver of the payment default that resulted from the acceleration), or extend in respect of a covenant or provision contained in the Maturity Date Indenture or any Guarantee which cannot be amended or modified without the consent of any Note;all Holders; or
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f5) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;Notes; or
(g6) make any change in the ranking provisions of this Indenture relating to waivers of past Defaults or the rights of the Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;; or
(h7) make any change in the foregoing amendment and waiver provisions; or
(8) impair the right of any Holder of the Notes to receive payment of principal and of, or interest on such H▇▇▇▇▇’s Note Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) ; or
(j9) make any change in the subordination provisions of this Article 10 Indenture that requires each Holder’s consent or in would adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request Holders of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (KCLC Acquisition Corp), Indenture (Kindercare Learning Centers Inc /De)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as required by this Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (MongoDB, Inc.), Indenture (MongoDB, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingOutstanding New Notes, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by Act of such Holders delivered to the Company Issuer and the Trustee, at the Company’s expenseIssuer, the Guarantors and the Trustee may from time to time and at any time (a) enter into an indenture one or more indentures supplemental hereto and/or (b) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture such other Note Document or of waiving or otherwise modifying in any manner the rights of the HoldersHolders hereunder or thereunder, including the waiver of certain past defaults under this Indenture pursuant to Section 5.13; provided, however, thatthat no such supplemental indenture, or amendment, supplement or modification of any other Note Document, shall, with respect to the New Notes, without the consent of each the Holder of an outstanding each Outstanding New Note affected(or, no such supplemental indenture shallin the case of clause (x) below, two-thirds in principal amount of the Outstanding New Notes) affected thereby:
(ai) change the Stated Maturity of the principal of, or any installment of interest on, any New Note, or reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price thereof or the Fundamental Change Repurchase Price interest thereon (including by amending any of the definitions relevant to the determination of the interest rate applicable to the New Notes) that would be due and payable upon the Stated Maturity thereof, or change the place of payment where, or the coin or currency in which, any New Note or amend any premium or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencyinterest thereon is payable, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the contractual right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof; or
(ii) reduce the percentage in principal amount of the Outstanding New Notes, the consent of whose holders is necessary for any such supplemental indenture or required for any waiver of compliance with respect Section 5.08 or Section 5.13; or
(iii) subordinate in right of payment the New Notes or any Note Guarantee of New Note to such Holder’s Notesany other Indebtedness; or
(iv) [reserved];
(iv) irrevocably elect [reserved]; or
(vi) reduce the premium payable upon the redemption of any New Note or change the time (other than a Cash Percentage or eliminate change to reduce the Company’s right to elect a Cash Percentage required notice period) at which any New Note may be redeemed, as permitted by the provisions described under Section 14.02(a)(iii) 10.01; or
(jvii) reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the New Notes must be repurchased pursuant to such Offer to Purchase; or
(viii) [reserved]; or
(ix) modify any provision of this Section 8.02 (except to increase any percentage set forth herein); or
(x) make any change (whether by amendment, supplement or waiver) to any Collateral Document, any Intercreditor Agreement or the provisions in this Article 10 Indenture dealing with the Collateral, the Collateral Documents or the Intercreditor Agreements that requires would, in each Holder’s consent case, release all or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request substantially all of the Company, and upon Collateral from the filing with the Trustee of evidence Liens of the consent Collateral Documents (except as otherwise permitted by the terms of requisite Holders as aforesaid and subject to Section 10.05this Indenture, the Trustee shall join with Collateral Documents and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Intercreditor Agreements). It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 8.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Level 3 Parent, LLC), Indenture (Level 3 Parent, LLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the NotesNotes in any manner adverse to Holders;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09; or
(j) make any change to the subordination provisions of this Indenture if such change would adversely affect the rights of Holders. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company and shall be fully protected in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver give to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Microchip Technology Inc), Indenture (Microchip Technology Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
(g) change the ranking of the NotesNotes in any manner adverse to Holders;
(h) impair the right of any Holder to receive payment of principal of and interest interest, including Additional Interest, if any, on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 6.01 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Lam Research Corp), Indenture (Lam Research Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the TrusteeCompany, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or extend the stated time for payment of interest Special Interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest Special Interest, if any, on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor date thereof or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Fiverr International Ltd.), Indenture (CyberArk Software Ltd.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the in aggregate principal amount of the Outstanding Notes then outstanding of all series affected by such supplemental indenture (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notesvoting as one class), the Company Obligor, when authorized by a resolution of its Board of Directors, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Notes of each such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shallaffected thereby:
(a1) reduce make any change to the percentage of principal amount of Notes whose the Holders of which must consent to an amendment, modification, supplement or waiver;
(b2) reduce the rate of or extend the stated time of payment for payment of interest on any Note;
(c3) reduce the principal of amount or extend the stated Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e4) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse add redemption provisions to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwiseNotes;
(f5) make any Note payable in a currency, or at a place of payment, money other than that stated in the Indenture or the Note;
(g) change the ranking of the Notes;
(h6) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) ; or
(j7) make any change in this Article 10 the ranking or priority of any Note that requires each Holder’s consent or would adversely affect the Holder of such Note. The Holders of at least a majority in principal amount of the Outstanding Notes may waive compliance by the Obligor with certain restrictive provisions of the Indenture with respect to the Notes. The Holders of at least a majority in principal amount of the Outstanding Notes may waive any past default under the Indenture, except a default not theretofore cured in the waiver payment of principal or interest and certain covenants and provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of Indenture which cannot be amended without the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution Holder of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indentureeach Outstanding Note.
Appears in 2 contracts
Sources: Indenture (Verisign Inc/Ca), Indenture (Verisign Inc/Ca)
Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Article 8) of the Holders of at least a majority in aggregate Principal Amount of the aggregate principal amount of the Outstanding Notes then outstanding under this Indenture so affected (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with voting as a repurchase of, or tender or exchange offer for, Notessingle class), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shall:affected thereby,
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(bi) reduce the rate of or extend change the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(eii) reduce the Principal Amount of, or change the Stated Maturity of, any Note; or
(iii) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;; or
(fiv) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;Note or other than in accordance with the provisions of this Indenture; or
(g) change the ranking of the Notes;
(hv) impair the right of any Holder to receive payment of principal and the Principal Amount of or interest on such H▇▇▇▇▇a Holder’s Note Notes on or after the due dates therefor therefor, including waiving any Default with respect to the payment of principal or interest thereon, or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) ; or
(jvi) reduce the quorum or voting requirements under this Indenture; or
(vii) change the ranking of the Notes in a manner adverse to the Holders of the Notes; or
(viii) make any change in this Article 10 that requires the amendment provisions which require each Holder’s consent or in the waiver provisions provisions; or
(ix) reduce the percentage in Section 6.02 or Section 6.09. Upon the written request Principal Amount of the CompanyOutstanding Notes, and upon the filing with the Trustee of evidence of the consent of requisite whose Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of is required for any such supplemental indenture unless such supplemental indenture affects indenture, or the Trustee’s own rights, duties or immunities under consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or otherwisecertain defaults hereunder and their consequences) or consent provided for in this Indenture; or
(x) modify any of the provisions of this Section 10.02 or Section 6.12, in which case except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the Trustee may in its discretion, but consent of the Holder of each Outstanding Note affected thereby. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders approve Act approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Health Management Associates Inc), Indenture (Health Management Associates Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of each of the Initial Holders, to the extent that any such Initial Holders continue to beneficially own at least 10% of the Notes then-outstanding, and the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors, and the Trustee and Collateral Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture amendment or indentures supplemental supplement to this Indenture, the Notes or any other Transaction Document hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of any interest on any Note, other than as may be provided for according to the terms of the Notes;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change of Control Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors authorizing the execution of any supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee and the Collateral Trustee shall join with the Company in the execution of such supplemental indenture amendment or supplement unless such supplemental indenture amendment or supplement affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture Indenture, any other Transaction Document or otherwise, in which case the Trustee or Collateral Trustee, as the case may be, may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority 70% of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s sole expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, or to enter into any amendment to any Related Collateral Document, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, any supplemental indenture, the Notes or any supplemental indenture Related Collateral Document or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest interest, including any default interest, on any Note;
(c) reduce the principal amount of any Notes, reduce the premium payable upon the redemption of the Notes, or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as expressly permitted or required by this Indenture;
(e) reduce the Redemption Price, the Asset Sale Offer Repurchase Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, in a form, or at a place of payment, other than that stated in the Note;
(g) change the ranking or priority of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement right to receive payment or delivery, as the case may be, of any payment the principal (including the Redemption Price, if applicable, the Asset Sale Offer Repurchase Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, and the consideration due upon conversion of, its Notes, on or with respect to such Holder’s Notesafter the respective due dates expressed or provided for in the Notes or this Indenture;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09;
(j) provide for the issuance of additional Notes as permitted herein;
(k) release any Subsidiary Guarantor from its obligations under the Note Guarantee or this Indenture (except as contemplated under Article 18 herein); or
(l) amend or release any Related Collateral Document in any manner that may be adverse to the security interests provided thereunder or adverse to the Holders; and provided further that, the consent of the Holders of at least 70% of the aggregate principal amount of the Notes then outstanding is required to amend the Related Collateral Documents in any manner materially adverse to the Holders, as determined by the Company and set forth in an Officer’s Certificate. Upon the written request of the Company, and upon the filing with delivery to the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee and, if applicable, the Collateral Agent, shall join with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indentureindenture or amendment to any Related Collateral Document. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureindenture or amendment. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indentureindenture or amendment.
Appears in 2 contracts
Sources: First Supplemental Indenture and Amendment to Security and Pledge Agreement (UpHealth, Inc.), Indenture (UpHealth, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, or the Company’s right to redeem the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver give to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least not less than a majority of the in aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes)at the time Outstanding of any series affected by such supplemental indenture, the Company Company, the Parent Guarantor, any Subsidiary Guarantor and the TrusteeTrustee may, at the Company’s expense, may from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Notes of each such series; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Note so affected, no such supplemental indenture shall:,
(a) extend the final maturity of any Notes of such series;
(b) reduce the principal amount of, or premium, if any, on any Notes of such series;
(c) reduce the rate or extend the time of payment of interest on any Notes of such series;
(d) reduce the amount payable upon the redemption of any Notes of such series;
(e) change the currency of payment of principal of, or premium, if any, or interest on, any Notes of such series;
(f) change the provisions relating to the waiver of past defaults or change or impair the right of Holders to receive payment or to institute suit for the enforcement of any payment or conversion of any Notes of such series on or after the due date therefor;
(g) reduce the above-stated percentage of outstanding Notes of such series the consent of whose Holders is necessary to modify or amend or to waive certain provisions of or defaults under this Indenture;
(h) waive a default in the payment of principal of or interest on the Notes;
(i) modify any of the provisions of this Section 9.02, except to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the Holder of each Note of such series affected by the modification;
(j) reduce the amount of Notes whose Holders must consent to an amendmenta supplemental indenture;
(bk) reduce the rate of or extend amount payable upon the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price repurchase of any Note of such series or amend or modify in change the time at which any manner adverse Note of such series may be repurchased pursuant to the Holders the Company’s obligation to make such payments, Section 3.03(a) whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;; or
(fl) make any Note payable change to a Guarantee in a currencyany manner materially adverse to the Holders of Notes of such series (as determined in good faith by the Company). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Notes, or at a place which modifies the rights of payment, other than that stated in the Note;
(g) change the ranking Holders of the Notes;
(h) impair the right Notes of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or series with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage covenant or eliminate provision, shall be deemed not to affect the Company’s right to elect a Cash Percentage as permitted by rights under this Indenture of the provisions described under Section 14.02(a)(iii) or
(j) make Holders of Notes of any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09other series. Upon the written request of the Company, accompanied by an Officer’s Certificate and an Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of requisite Holders Noteholders as aforesaid and subject to other documents, if any, required by Section 10.058.01, the Trustee shall join with the Company in the execution of execute such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseotherwise (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes), in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders do not need under this Section 10.02 to approve the particular form of any proposed amendment, waiver or supplemental indenture. It , but it shall be sufficient if such Holders approve consent approves the substance thereof. After Promptly after the execution of any such supplemental indenture becomes effectivepursuant to the provisions of this Section, the Company Trustee shall deliver give a notice thereof to the Holders of then Outstanding Notes of each series affected thereby, by mailing a notice (with a copy thereof by first-class mail to such Holders at their addresses as they shall appear on the Trustee) briefly describing Note Register, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. However, Any failure of the failure Trustee to give mail such notice to all the Holders (with a copy to the Trustee)notice, or any defect therein, shall not, however, in the notice, will not any way impair or affect the validity of the any such supplemental indentureindenture or waiver.
Appears in 2 contracts
Sources: Indenture (Warner Bros. Discovery, Inc.), Indenture (Magallanes, Inc.)
Supplemental Indentures with Consent of Holders. This Section 10.03 shall, with respect to the Notes, supersede Sections 9.02 and 9.03 of the Base Indenture in their entirety. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingNotes, including without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for, Notes)the Company, the Company when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture or waiving any past Default or compliance with any provisions of this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an each outstanding Note affected, no such supplemental indenture shall:affected thereby,
(a) reduce the principal amount of the Notes whose the Holders of which must consent to an amendmenta supplement to this Indenture;
(b) reduce the rate of rate, or extend the stated time for payment payment, of interest (other than Additional Interest) on any Note;
(c) reduce the principal of principal, or extend the Maturity Date Stated Maturity, of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the any Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes, the Company’s right to redeem the Notes or its obligation to make such paymentsrepurchase the Notes in connection with a Fundamental Change, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make change the place or currency of payment of principal or interest in respect of any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal of and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(ih) irrevocably elect a Cash Percentage or eliminate adversely affect the ranking of the Notes as the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) senior unsecured indebtedness; or
(ji) make any change in this Article 10 that requires the amendment provisions which require each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon if such change adversely affects the written request rights of the Company, and upon the filing with the Trustee of evidence Holders of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act or consent of Holders do not need under this Section 10.02 10.03 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act or consent shall approve the substance thereof. After The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any such indenture supplemental indenture becomes effectivehereto. If a record date is fixed, the Company Holders on such record date, or their duly designated proxies, and only such Persons, shall deliver be entitled to the Holders a notice (with a copy consent to the Trustee) briefly describing such supplemental indenture. However, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the failure to give such notice to all the Holders (with a copy requisite percentage having been obtained prior to the Trustee)date which is 90 days after such record date, or any defect in the notice, will not impair or affect the validity such consent previously given shall automatically and without further action by any Holder be cancelled and of the supplemental indentureno further effect.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Redwood Trust Inc), Second Supplemental Indenture (Redwood Trust Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal amount of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (Gladstone Capital Corp), Sixth Supplemental Indenture (Capital Southwest Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 VIII and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) except as provided in Section 13.07, make any change that impairs or adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 X that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 2 contracts
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 VIII and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 VI that requires each Holder’s consent or in the waiver provisions in Section 6.02 5.02 or Section 6.095.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.0513.05 of the Base Indenture, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 6.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Clovis Oncology, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as contemplated herein;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesNote;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09; or
(j) change the Company’s obligations to pay Additional Amounts. Upon the written request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Guarantors, when authorized by the resolutions of their respective Boards of Directors (or similar governing body) and the Trustee, at the Company’s sole expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, or to enter into any amendment to any Collateral Document for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, any supplemental indenture, the Notes or any supplemental indenture Collateral Document or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of (i) in the case of clause (k) and (m) below, holders of at least 75% of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes) or (y) in all other cases, each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest interest, including any default interest, on any Note, except as otherwise explicitly set forth in Section 2.03;
(c) reduce the principal amount of any Notes, reduce the premium payable upon the conversion of the Notes, or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as expressly permitted or required by this Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, or the Company’s right to redeem the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, in a form, or at a place of payment, other than that stated in the Note;
(g) change the ranking make any amendment to this Indenture causing any Notes to be senior in right of the payment, or senior pursuant to any waterfall, to any other Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement right to receive payment or delivery, as the case may be, of any payment the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, and the consideration due upon conversion of, its Notes, on or with respect to such Holder’s Notesafter the respective due dates expressed or provided for in the Notes or this Indenture;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires consent of each Holder’s Holder or consent of Holders holding 75% in aggregate principal amount of the Notes or in the waiver provisions in Section 6.02 or Section 6.09;
(j) release, or amend, waive or modify any provision of this Indenture or any other Note Document having the effect of releasing, all or substantially all of the value of the Guarantors or all or substantially all of the Collateral;
(k) amend, waive or modify any provision of this Indenture or any other Note Document which shall have the effect of releasing any material Guarantor or a material portion of the Collateral, otherwise than in accordance with the terms contained in this Indenture (as of the Issue Date), without the consent of Holders of 75% in aggregate principal amount of the Notes;
(l) amend, waive or modify Section 4.12 or Section 4.22; or
(m) other than in connection with any debtor-in-possession financing or in connection with any Revolving Facility pursuant to Section 4.09(b)(i)(B)(1), subordinate (x) the Liens securing any of the Note Obligations on a material portion of the Collateral to the Liens securing any other Indebtedness or (y) any Note Obligations in contractual right of payment to any other Indebtedness, in either the case of subclause (x) or (y), unless (i) Holders holding 75% in aggregate principal amount of the Notes shall have consented to such financing and (ii) each Holder shall have been offered a bona fide opportunity to fund or otherwise provide its pro rata share of such senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of such senior Indebtedness and to the extent such adversely affected Holder elects to participate in such senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of such senior Indebtedness afforded to the providers of such senior Indebtedness (or any of their Affiliates) in connection with providing such senior Indebtedness pursuant to a written offer made to such Holders describing the material terms of the arrangements pursuant to which the senior Indebtedness is to be provided, which offer shall remain open to such Holders for a period of not less than five (5) Business Days; provided, that such offer may also be made on a post-closing basis pursuant to a syndication and/or assignment mechanic. Upon the written request of the Company, and upon the filing with delivery to the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee and, if applicable, the Collateral Agent shall join with the Company and the Guarantors in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but shall not be obligated to, enter into such supplemental indentureindenture or such amendment. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indentureindenture or amendment to any Collateral Document. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureindenture or amendment. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 8) 1 of the Base Indenture) of the Holders of at least not less than a majority of the in aggregate principal amount of all series of Securities (including the Notes then outstanding Notes) at the time Outstanding affected by such amendment or supplemental indenture (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with voting together as a repurchase of, or tender or exchange offer for, Notessingle class), the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee may, at the Company’s expense, may from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders; providedHolders of the Notes and the Holders of not less than a majority in aggregate principal amount of all series of Securities (including the Notes) at such time Outstanding affected by such waiver (voting together as a single class) may waive, howeverwith respect to each such series affected by such waiver, thatfuture compliance by the Company with a provision of the Indenture or the Notes.
(b) Notwithstanding the provisions of paragraph (a), without the consent of each affected Holder of Notes, an outstanding Note affectedamendment, no such supplemental indenture shallsupplement or waiver may not:
(ai) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or amount, extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencyfixed maturity, or at a place of payment, other than that stated in alter or waive the Note;
(g) change the ranking redemption provisions of the Notes;
(hii) impair the right of any Holder of the Notes to receive payment of principal and principal, premium or interest on such H▇▇▇▇▇’s Note the Notes on or and after the due dates therefor for such principal, premium or interest;
(iii) change the Currency in which principal, any premium or interest is paid;
(iv) reduce the percentage in principal amount Outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action;
(v) impair the right to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes;
(ivi) irrevocably elect waive a Cash Percentage payment default with respect to the Notes or eliminate any future guarantor of the Company’s right to elect a Cash Percentage as permitted by Notes;
(vii) reduce the provisions described under Section 14.02(a)(iii) interest rate or extend the time for payment of interest on the Notes; or
(jviii) make any change in this Article 10 that requires each Holder’s consent or in adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request ranking of the Company, and upon the filing with the Trustee of evidence of Notes. It shall not be necessary for the consent of requisite the Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 section to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders consent shall approve the substance thereof. After Promptly after the execution by the Company and the Trustee of any such supplemental indenture becomes effectivepursuant to this Section 6.03, the Company shall deliver transmit to the Holders of Outstanding Notes affected thereby a notice (with a copy to setting forth the Trustee) briefly describing substance of such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) 6) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 Section 6.04 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by a Board Resolution and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount consideration due upon conversion of Notes whose Holders must consent to an amendmentthe Notes;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price Price, the Make-Whole Premium due upon redemption or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, money or at a place of payment, currency other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 8 that requires each Holder’s consent or in the waiver provisions in Section 6.02 5.03 or Section 6.095.10. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.058.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 8.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will shall not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that impairs or adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Fundamental Change Repurchase Price or the Fundamental Change Repurchase Redemption Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Notwithstanding the foregoing or anything to the contrary, so long as any Sponsor Notes are outstanding, without the consent of the Holders of 100% of the aggregate principal amount of the Sponsor Notes, an amendment, supplement or waiver, including a waiver pursuant to Section 6.09, may not modify any provision contained in this Indenture specifically and uniquely applicable to the Sponsor Notes in a manner adverse to the Holders of, or the holders of a beneficial interest in, the Sponsor Notes. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Twitter, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that impairs or adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (PROS Holdings, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of waiving any Default or Event of Default, adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
(g) change the ranking of the NotesNotes in any manner adverse to Holders;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Medicines Co /De)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority in Principal Amount of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and Notes, including, without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for, Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an each outstanding Note affectedaffected thereby, no such supplemental indenture shallamong other things:
(ai) reduce the principal amount percentage in Principal Amount of Notes whose Holders must consent to an amendmentamendment of this Indenture or to waive any past default;
(bii) reduce the rate of of, or extend the stated time for of payment of of, any interest on any Note;
(ciii) reduce the principal of Principal Amount of, or extend the Maturity Date of of, any Note;
(div) make any change that impairs or adversely affects the conversion rights of any NotesNote as determined in good faith by the Company;
(ev) reduce the Redemption Price or the Fundamental Change Repurchase Purchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such paymentspayment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(fvi) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
(g) change the ranking of the Notes;
(hvii) impair the right of any Holder to receive payment of principal of, and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(iviii) irrevocably elect a Cash Percentage change the ranking of the Notes; or
(ix) modify any of the provisions of this Section 13.02 or eliminate Section 8.02(b). In addition, the limitations in Section 4.13 hereof may not be amended or waived without the prior consent of the Holders of at least two-thirds of the aggregate principal amount of Notes then outstanding. If the Company seeks consent to any waiver of any of the limitations in Section 4.13, each Holder that does not respond within 10 business days of the Company’s right distribution of such request to elect a Cash Percentage as permitted by Holders in accordance with Section 14.01, will be deemed to have consented to the provisions described under waiver. This paragraph shall only apply to Section 14.02(a)(iii) or
(j) make 4.13 and the Trustee shall not be responsible for seeking any change in this Article 10 that requires each Holder’s such consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request on behalf of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05. Additionally, the Trustee shall join with be entitled to conclusively rely on the consents, Acts of Holders and calculations delivered by the Company in the execution of such supplemental indenture unless such supplemental indenture affects to the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but . It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 13.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Amyris, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such HolderH▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver give to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 8) 7) of the Holders of at least not less than a majority of the in aggregate principal amount of all of the Notes then outstanding (determined in accordance with Article 8 and includingOutstanding Securities of the applicable series affected by such amendment or supplemental indenture, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by act of said Holders delivered to the Company Issuer and the Trustee, at the Company’s expenseIssuer, may and, if applicable, the Guarantor, when authorized by or pursuant to a Resolution of its Board of Directors, and the Trustee may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or of any supplemental indenture which affect such series of Securities or of modifying in any manner the rights of the Holders; provided, however, thatHolders of the Securities of such series and such Holders may waive future compliance by the Issuer with a provision of this Indenture or the Securities.
(b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder of affected Holder, an outstanding Note affectedamendment, no such supplemental indenture shallsupplement or waiver may not:
(ai) reduce the principal amount amount, or extend the fixed maturity, of Notes whose Holders must consent to an amendmentthe Securities, alter or waive the redemption provisions of the Securities;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(hii) impair the right of any Holder of the Securities to receive payment of principal and or interest on such H▇▇▇▇▇’s Note the Securities on or and after the due dates therefor for such principal or interest;
(iii) change the currency in which principal, any premium or interest is paid;
(iv) reduce the percentage in principal amount Outstanding of
(v) Securities of any series which must consent to an amendment, supplement or waiver or consent to take any action;
(vi) impair the right to institute suit for the enforcement of any payment on or the Securities;
(vii) waive a payment default with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage the Securities or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) any guarantor; or
(jviii) make any change in this Article 10 that requires each Holder’s consent reduce the interest rate or in extend the waiver provisions in Section 6.02 or Section 6.09. Upon time for payment of interest on the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indentureSecurities.
Appears in 1 contract
Sources: Trust Indenture (Leidos, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount at maturity of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of interest on any Note or extend change the stated time for payment of interest on any Note;
(c) reduce the principal amount or the Accreted Principal Amount of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price, Special Mandatory Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of the principal (or Accreted Principal Amount) of and interest on such H▇▇▇▇▇Holder’s Note Note, or the right to receive payment or delivery, as the case may be, of the consideration due upon conversion of such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Vertex Energy Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority in Principal Amount of the aggregate principal amount outstanding Notes, by Act of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an each outstanding Note affectedaffected thereby, no such supplemental indenture shallamong other things:
(ai) reduce the principal amount percentage in Principal Amount of Notes whose Holders must consent to an amendmentamendment of this Indenture or to waive any past default;
(bii) reduce the rate of of, or extend the stated time for of payment of of, any interest on any Note;
(ciii) reduce the principal of Principal Amount of, or extend the Maturity Date of of, any Note;
(div) make any change that impairs or adversely affects the conversion rights of any NotesNote;
(ev) reduce the Redemption Price or the Fundamental Change Repurchase Purchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(fvi) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
(g) change the ranking of the Notes;
(hvii) impair the right of any Holder to receive payment of principal of, and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;
(iviii) irrevocably elect a Cash Percentage or eliminate change the Company’s right to elect a Cash Percentage as permitted by ranking of the provisions described under Section 14.02(a)(iii) Notes; or
(jix) make modify any change in of the provisions of this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 14.02 or Section 6.099.02(b). Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 14.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Callidus Software Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) Section 9.01) of the Holders of at least not less than a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Issuers, any applicable Guarantor, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as shall be in force at the date of execution of such supplemental indenture or indentures) for the purpose purpose, with respect to the Notes, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders of the Notes; provided, however, thatthat no such supplemental indenture shall, without the consent of each Holder of an outstanding Note the Notes so affected, no such supplemental indenture shall:
(a1) reduce the percentage in principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or extend the stated time for payment of interest (including default interest) on any Notethe Notes;
(c3) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price premium on or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking fixed maturity of the Notes;
(h4) impair waive a default in the payment of the principal of, or any premium or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make the principal of, or any premium or interest on, the Notes payable in any currency other than U.S. dollars;
(6) adversely affect the right of any Holder Holders of the Notes to receive payment of the principal of, or any premium or interest on, the Notes and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) payment; or
(j7) make reduce the premium payable upon the redemption of any such Note or change in this the time at which any such Note may be redeemed pursuant to Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09III hereof. Upon the written request of the Company, Issuers and upon the filing with the Trustee of evidence of the consent of requisite the Holders as aforesaid and subject to Section 10.05aforesaid, the Trustee shall join with the Company Issuers and any applicable Guarantor in the execution of such supplemental indenture unless the Trustee reasonably concludes that such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseIndenture, in which case the Trustee may in its discretion, discretion but shall not be obligated to, to enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as required by this Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Box Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendmentamendment or waiver;
(b) reduce the rate of or extend the stated time for payment of interest Special Interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the NoteNotes;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest Special Interest, if any, on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Liveperson Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by change the provisions described under set forth in Section 14.02(a)(iii) 5.10; or
(j) make any change in this Article 10 9 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.059.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, 47 in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 9.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Third Supplemental Indenture (Assertio Therapeutics, Inc)
Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 8) 1 of the Base Indenture) of the Holders of at least not less than a majority of the in aggregate principal amount of the Notes then outstanding Securities at the time Outstanding of all series affected by such amendment or supplemental indenture (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with voting together as a repurchase of, or tender or exchange offer for, Notessingle class), the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee may, at the Company’s expense, may from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders; providedHolders of the Securities of each such series and the Holders of not less than a majority in aggregate principal amount of the Securities at such time Outstanding of all series affected by such waiver (voting together as a single class) may waive, howeverwith respect to each such series affected by such waiver, thatfuture compliance by the Company with a provision of the Indenture or the Notes.
(b) Notwithstanding the provisions of paragraph (a), without the consent of each affected Holder of Notes, an outstanding Note affectedamendment, no such supplemental indenture shallsupplement or waiver may not:
(ai) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or amount, extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencyfixed maturity, or at a place of payment, other than that stated in alter or waive the Note;
(g) change the ranking redemption provisions of the Notes;
(hii) impair the right of any Holder of the Notes to receive payment of principal and principal, premium or interest on such H▇▇▇▇▇’s Note the Notes on or and after the due dates therefor for such principal, premium or interest;
(iii) change the Currency in which principal, any premium or interest is paid;
(iv) reduce the percentage in principal amount Outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action;
(v) impair the right to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes;
(ivi) irrevocably elect waive a Cash Percentage payment default with respect to the Notes or eliminate any future guarantor of the Company’s right to elect a Cash Percentage as permitted by Notes;
(vii) reduce the provisions described under Section 14.02(a)(iii) interest rate or extend the time for payment of interest on the Notes; or
(jviii) make any change in this Article 10 that requires each Holder’s consent or in adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request ranking of the Company, and upon the filing with the Trustee of evidence of Notes. It shall not be necessary for the consent of requisite the Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 section to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders consent shall approve the substance thereof. After Promptly after the execution by the Company and the Trustee of any such supplemental indenture becomes effectivepursuant to this Section 6.03, the Company shall deliver transmit to the Holders of Outstanding Notes if affected thereby a notice (with a copy to setting forth the Trustee) briefly describing substance of such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 VIII and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price or Redemption Price of any Note or amend or modify modify, in any manner adverse to the Holders Holders, the Company’s obligation to make such payments, or the Company’s ability to call the Notes for Redemption, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to bring suit for the enforcement of its right to receive payment of principal of (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;therefor; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 X that requires each Holder’s consent or in the waiver provisions in Section 6.02 6.01 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need need, under this Section 10.02 10.02, to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture, except that the Company will not be required to provide separate notice to the Holders of such supplemental indenture if the Company includes the supplemental indenture in a periodic report filed with the Commission within four Business Days of its effectiveness. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Encore Capital Group Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingOutstanding Notes, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by Act of such Holders delivered to the Company Issuer and the Trustee, at the Company’s expenseIssuer, the Guarantors and the Trustee may from time to time and at any time (a) enter into an indenture one or more indentures supplemental hereto and/or (b) amend, supplement or otherwise modify any other Note Document, in each case, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture such other Note Document or of waiving or otherwise modifying in any manner the rights of the HoldersHolders hereunder or thereunder, including the waiver of certain past defaults under this Indenture pursuant to Section 5.13; provided, however, thatthat no such supplemental indenture, or amendment, supplement or other modification of any other Note Document, shall, with respect to the Notes, without the consent of each the Holder of an outstanding each Outstanding Note affected(or, no such supplemental indenture shallin the case of clauses (iv) and (x) below, two-thirds in principal amount of the Outstanding Notes) affected thereby:
(ai) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price thereof or the Fundamental Change Repurchase Price interest thereon (including by amending any of the definitions relevant to the determination of the interest rate applicable to the Notes) that would be due and payable upon the Stated Maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or amend any premium or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencyinterest thereon is payable, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the contractual right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof; or
(ii) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is necessary for any such supplemental indenture or required for any waiver of compliance with Section 5.08 or Section 5.13; or
(iii) modify any provision of Section 5.08; or
(iv) amend, modify or waive any term or provision of any Note Document to permit the issuance or incurrence of any Indebtedness (including any exchange of existing Indebtedness that results in another class of Indebtedness for borrowed money, but excluding, for the avoidance of doubt, any “debtor-in-possession” facility pursuant to Section 364 of the Bankruptcy Code (or similar financing under applicable law)) with respect to which the Liens on the Collateral securing the Note Obligations would be subordinated (any such other Indebtedness to which such Liens securing any of the Obligations are subordinated, “Senior Indebtedness”), unless each adversely affected Holder has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Obligations that are adversely affected thereby held by each Holder’s Notes;
) of the Senior Indebtedness on the same terms (iother than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) irrevocably elect a Cash Percentage as offered to all other providers (or eliminate their Affiliates) of the Company’s right Senior Indebtedness and to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iiiextent such adversely affected Holder decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness; or
(jv) subordinate in right of payment the Notes or any Note Guarantee to any other Indebtedness; or
(vi) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as described in Appendix A or Exhibit 1 thereto; or
(vii) reduce the premium payable upon a Change of Control Repurchase Event or, at any time after a Change of Control Repurchase Event has occurred, change the time at which the Offer to Purchase relating thereto must be made or at which the Notes must be repurchased pursuant to such Offer to Purchase; or
(viii) make any change in any Note Guarantee of a Guarantor that is either a Significant Subsidiary or is a guarantor of any other First Lien Obligations then outstanding that would adversely affect the interests of the Holders of the Notes in a manner inconsistent with any changes made in respect of the guarantee of the other First Lien Obligations; or
(ix) modify any provision of this Article 10 that requires each Holder’s consent Section 8.02 (except to increase any percentage set forth herein); or
(x) (A) modify or in amend Section 9.14 or the waiver definition of “Unrestricted Subsidiary”, (B) make any change (whether by amendment, supplement or waiver) to any Security Document, any Intercreditor Agreement or the provisions in Section 6.02 this Indenture dealing with the Collateral, the Security Documents or Section 6.09. Upon the written request Intercreditor Agreements that would, in each case, release all or substantially all of the Company, and upon Collateral from the filing with the Trustee of evidence Liens of the consent Security Documents (except as otherwise permitted by the terms of requisite Holders as aforesaid and subject to Section 10.05this Indenture, the Trustee shall join with Notes, the Company Security Documents and the Intercreditor Agreements), or (C) make any change in any Note Guarantee of a Guarantor that is a Significant Subsidiary that would adversely affect the execution interests of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, Holders of the Notes in which case the Trustee may in its discretion, but any material respect. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 8.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Qwest Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.substance
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the in aggregate principal amount of the Notes then outstanding Notes (determined in accordance with Article 8 and including, without limitation, including consents obtained in connection with a repurchase of, or tender offer or exchange offer for, for the Notes), the Company Issuers, the Guarantors and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture and may modify, amend or supplement the Escrow Agreement; provided, however, thatthat no such supplemental indenture or modification, amendment or supplement to the Escrow Agreement shall, without the consent of each the Holder of an each outstanding Note affected, no such supplemental indenture shall:affected thereby (with respect to any Notes held by a nonconsenting Holder of the Notes):
(ai) change or extend the fixed maturity of any Notes, reduce the rate or extend the time of payment of interest or Additional Interest thereon, reduce the principal amount thereof or premium, if any, thereon or change the currency in which the Notes are payable; or
(ii) reduce the premium payable upon any redemption of Notes whose Holders must consent to in accordance with the optional redemption provisions of the Notes and Section 1101 or change the time before which the Notes may be redeemed; or
(iii) waive a default in the payment of principal or interest or Additional Interest on the Notes (except that holders of a majority in aggregate principal amount of the Notes at the time outstanding may (a) rescind an amendment;
acceleration of the Notes that resulted from a non- payment default and (b) reduce waive the rate payment default that resulted from such acceleration) or alter the rights of or extend Holders of the stated time for payment of interest on any Note;Notes to waive defaults; or
(civ) reduce adversely affect the principal ranking of the Notes or extend the Maturity Date of any Note;guarantees, if any; or
(dv) make any change that to Section 1019 or 1109 of this Indenture or to the Escrow Agreement which would adversely affects affect the conversion rights of any of the Holders of the Notes;; or
(evi) reduce the Redemption Price aforesaid percentage of Notes, the consent of the holders of which is required for any such modification; or
(vii) modify the Restricted Subsidiary Guarantees or Article Thirteen (except as contemplated by the Fundamental Change Repurchase Price terms of any Note or amend or modify this Indenture) in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver Holders. Any existing Event of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of paymentDefault, other than that stated a default in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and or interest or Additional Interest on such H▇▇▇▇▇’s Note on the Notes, or after the due dates therefor or to institute suit for the enforcement of compliance with any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request provision of the CompanyNotes or this Indenture, and upon other than any provision related to the filing payment of principal or interest or Additional Interest on the Notes, may be waived with the Trustee of evidence of the consent of requisite holders of at least a majority in aggregate principal amount of the Notes at the time outstanding. The consent of the Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities is not necessary under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed amendment or supplemental indenture. It shall be is sufficient if such Holders approve consent approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the proposed amendment or supplemental indenture.
Appears in 1 contract
Sources: Indenture (Mediacom Broadband Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal (including the Fundamental Change Repurchase Price, if applicable) and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver give notice to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Horizon Pharma, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s 's expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s 's obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes;
(i) irrevocably elect a Cash Percentage or eliminate change the Company’s right 's obligation to elect pay Additional Amounts on any Note in a Cash Percentage as permitted by manner adverse to Holders of the provisions described under Section 14.02(a)(iii) Notes; or
(j) make any change in this Article 10 that requires each Holder’s 's consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Scorpio Tankers Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingOutstanding Notes, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shallaffected thereby:
(ai) change the Stated Maturity of the principal of, or any installment of interest on, any Note, (ii) reduce the principal amount of Notes whose Holders must consent to an amendment;
of, or the premium or interest on, any Note, (biii) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price amount payable upon an optional redemption or the Fundamental Change Repurchase Price consideration payable to any Holder converting after a notice of any Note or amend or redemption has been given, (iv) modify the provisions with respect to the repurchase right of the Holders in any a manner adverse to the Holders the Company’s obligation to make such paymentsHolders, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(gv) change the ranking place or currency of the Notes;
payment of principal of, or premium or interest on, any Note, (hvii) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
any Note, (iviii) irrevocably elect a Cash Percentage or eliminate adversely affect the Company’s right to elect convert the Notes, or (ix) modify the subordination provisions in a Cash Percentage as permitted by manner adverse to the provisions described under Section 14.02(a)(iii) Holders of the Notes, or
(jb) make any change reduce the percentage in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request principal amount of the Company, and upon the filing with the Trustee of evidence of Outstanding Notes the consent of requisite whose Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of is required for any such supplemental indenture unless such supplemental indenture affects indenture, or the Trustee’s own rights, duties or immunities under consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or otherwisecertain defaults hereunder and their consequences) provided for in this Indenture, in which case or
(c) modify any of the Trustee may in its discretionprovisions of this Section 9.2, but Section 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Signature Resorts Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the TrusteeCompany, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest any Special Interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to to, or delivery of the consideration due upon conversion of, such Holder’s NotesNotes on or after the respective due dates therefor;
(i) irrevocably elect a Cash Percentage or eliminate change the Company’s right obligation to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) pay Additional Amounts in respect of any Note; or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Camtek LTD)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as contemplated herein;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the NotesNotes (or, in addition rather than in lieu of, at and after the effective time of the Permitted Tornier Merger Transaction the Guarantee);
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesNote;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09;
(j) following the effective time of the Tornier Merger Transaction, release Tornier from its obligations under the Guarantee or this Indenture;
(k) make any change to the provisions of this Indenture relating to the Permitted Tornier Merger Transaction (including any modifications to provisions of this Indenture that result from the effectiveness of such transactions) that adversely affects the Holders; or
(l) change Tornier’s obligations to pay Additional Amounts in respect of any guarantee. Upon the written request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Wright Medical Group Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or extend the stated time for payment of interest any Special Interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the NoteNotes;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest Special Interest, if any, on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Chegg, Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as contemplated herein;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to (NY) 27961/684/INDENTURE/WMGI.indenture.doc the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Wright Medical Group Inc)
Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 8) 1 of the Base Indenture) of the Holders of at least not less than a majority of the in aggregate principal amount of the Notes then outstanding at the time Outstanding of all series affected by such amendment or supplemental indenture (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with voting together as a repurchase of, or tender or exchange offer for, Notessingle class), the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee may, at the Company’s expense, may from time to time and at any time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders; providedHolders of the Notes of each such series and the Holders of not less than a majority in aggregate principal amount of the Notes at such time Outstanding of all series affected by such waiver (voting together as a single class) may waive, howeverwith respect to each such series affected by such waiver, thatfuture compliance by the Company with a provision of the Indenture or the Notes.
(b) Notwithstanding the provisions of paragraph (a), without the consent of each affected Holder of Notes, an outstanding Note affectedamendment, no such supplemental indenture shallsupplement or waiver may not:
(ai) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or amount, extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencyfixed maturity, or at a place of payment, other than that stated in alter or waive the Note;
(g) change the ranking redemption provisions of the Notes;
(hii) impair the right of any Holder of the Notes to receive payment of principal and principal, premium or interest on such H▇▇▇▇▇’s Note the Notes on or and after the due dates therefor for such principal, premium or interest;
(iii) change the Currency in which principal, any premium or interest is paid;
(iv) reduce the percentage in principal amount Outstanding of Notes of any series which must consent to an amendment, supplement or waiver or consent to take any action;
(v) impair the right to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes;
(ivi) irrevocably elect waive a Cash Percentage payment default with respect to the Notes or eliminate any future guarantor of a series of Notes;
(vii) reduce the Company’s right to elect a Cash Percentage as permitted by interest rate or extend the provisions described under Section 14.02(a)(iii) time for payment of interest on the Notes; or
(jviii) make any change in this Article 10 that requires each Holder’s consent or in adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request ranking of the Company, and upon the filing with the Trustee Notes of evidence of any series. It shall not be necessary for the consent of requisite the Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 section to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders consent shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (WisdomTree, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingOutstanding Notes, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shallaffected thereby:
(ai) change the Stated Maturity of the principal of, or any installment of interest on, any Note, (ii) reduce the principal amount of Notes whose Holders must consent to an amendment;
of, or the premium or interest on, any Note, (biii) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price amount payable upon an optional redemption or the Fundamental Change Repurchase Price consideration payable to any Holder converting after a notice of any Note or amend or redemption has been given, (iv) modify the provisions with respect to the repurchase right of the Holders in any a manner adverse to the Holders the Company’s obligation to make such paymentsHolders, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(gv) change the ranking place or currency of the Notes;
payment of principal of, or premium or interest on, any Note, (hvii) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
any Note, (iviii) irrevocably elect a Cash Percentage or eliminate adversely affect the Company’s right to elect convert the Notes, or (ix) modify the subordination provisions in a Cash Percentage as permitted by manner adverse to the provisions described under Section 14.02(a)(iii) Holders of the Notes, or
(jb) make any change reduce the percentage in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request principal amount of the Company, and upon the filing with the Trustee of evidence of Outstanding Notes the consent of requisite whose Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of is required for any such supplemental indenture unless such supplemental indenture affects indenture, or the Trustee’s own rights, duties or immunities under consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or otherwisecertain defaults hereunder and their consequences) provided for in this Indenture, in which case or (c) modify any of the Trustee may in its discretionprovisions of this Section 9.2, but Section 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Signature Resorts Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendmentamendment or waiver;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the NoteNotes;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Liveperson Inc)
Supplemental Indentures with Consent of Holders. With For purposes of the Notes, this Section 6.02 shall replace in its entirety Section 9.2 of the Base Indenture, and all references in the Base Indenture to Section 9.2 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Section 6.02 and the applicable provisions set forth in this Section 6.02, respectively. Subject to Section 6.01, Section 5.10 and the final paragraph of Section 5.07, the Company, the Guarantors and the Trustee may, with the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the in aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender offer or exchange offer for, Notesnotes), amend or supplement the Company and Indenture (with respect to the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture Notes) or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or waive compliance with any supplemental indenture provision of this Indenture or of modifying in any manner the rights of the HoldersNotes; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture amendment shall:
(a) reduce alter the principal amount manner of Notes whose Holders must consent to an amendmentcalculation or rate of accrual of interest on any Note or change the time of payment of any installment of interest on any such Note;
(b) reduce make any of the rate of Notes payable in money or extend securities other than that stated in the stated time for payment of interest on any NoteIndenture;
(c) reduce change the principal of or extend the stated Maturity Date of any Note;
(d) make reduce the principal amount Fundamental Change Repurchase Price or Redemption Price with respect to any Note or change that adversely affects the conversion rights of any Notestimes at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or Notes to institute suit for the enforcement of any payment on or with respect to such Holder’s any Note or with respect to the exchange of any Note;
(f) adversely affect the exchange rights of the Notes, including by modifying any of the notice provisions;
(g) change the percentage in aggregate principal amount of the then outstanding Notes necessary to modify or amend the Indenture or to waive any existing or past Default or Event of Default;
(h) change the ranking of the Notes or any Guarantee;
(i) irrevocably elect a Cash Percentage or eliminate change the Company’s right obligation to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) orpay Additional Amounts in respect of any Note;
(j) reduce the amount of Notes whose Holders must consent to an amendment or make any other change in to the provisions of this Article 10 6 that requires each Holder’s consent or in the waiver provisions in Section 6.02 5.10; or
(k) release any Guarantor from its obligations under its Guarantee or Section 6.09the Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05aforesaid, the Trustee shall is hereby authorized to, and shall, join with the Company in the execution of any such supplemental indenture unless amendment to the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture amendment that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 6.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Weatherford International PLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) 8 of the Base Indenture) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding Outstanding (determined in accordance with Article 8 of the Base Indenture and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Indenture or the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of of, or extend the Maturity Date of of, any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as permitted or required by the Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the NoteNote and in the Indenture;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 6.03 or Section 6.096.10. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.0510.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 10.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. Until an amendment, supplement or waiver becomes effective, any consent to it by a Holder is a continuing consent by such Holder and every subsequent Holder of such consenting Holder’s Note, or portion of such consenting Holder’s Note, that evidences the same debt as such consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.
Appears in 1 contract
Sources: First Supplemental Indenture (Guidewire Software, Inc.)
Supplemental Indentures with Consent of Holders. With In addition to any permitted amendment or supplement to the Indenture pursuant to Section 9.02 of the Base Indenture, with the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingOutstanding Notes, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under the Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shall:affected thereby,
(a) reduce make any change in the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver or to make any change in this provision for modification;
(b) reduce the any rate of interest or extend the stated time for payment of interest on any Notethe Notes;
(c) reduce the principal of amount of, or extend the Maturity Date of any NoteFundamental Change Repurchase Price or Redemption Price with respect to, the Notes, or change their final Stated Maturity;
(d) make any change that adversely affects payments on the conversion rights of any Notes payable in currency other than as originally stated in the Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the Holder’s right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes;
(if) irrevocably elect a Cash Percentage or eliminate adversely affect the ranking of the Notes as the senior unsecured indebtedness of the Company’s ;
(g) waive a continuing default or Event of Default regarding any payment on the Notes;
(h) adversely affect the right of any Holder to elect a Cash Percentage require the Company to repurchase all or any of its Notes as permitted by the provisions described under Section 14.02(a)(iii) provided in Article 4 ; or
(ji) make any change in this Article 10 that requires each Holder’s consent or in adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form right of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After Holder to convert any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect Note as provided in the notice, will not impair or affect the validity of the supplemental indentureArticle 5.
Appears in 1 contract
Sources: First Supplemental Indenture (Onyx Pharmaceuticals Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price (including any Make-Whole Premium) or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.096.09 that requires each Holder’s consent; or
(j) other than as provided in Section 10.01(b), make any change to Article 11 that adversely affects the right of any Holder. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority in Principal Amount of the aggregate principal amount of the outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for, Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an each outstanding Note affected, no such supplemental indenture shallaffected thereby:
(a1) reduce the principal amount percentage in Principal Amount of Notes whose Holders must consent to an amendment;
amendment of this Indenture or to waive any past default; (b2) reduce the rate of of, or extend the stated time for of payment of of, any interest on any Note;
; (c3) reduce the principal of Principal Amount of, or extend the Maturity Date of of, any Note;
; 105 (d4) make any change that impairs or adversely affects the conversion rights of any Notes;
Note; (e5) reduce the Redemption Price or the Fundamental Change Repurchase Purchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
; (f6) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
Notes; (g) change the ranking of the Notes;
(h7) impair the right of any Holder to receive payment of principal of, and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
; (i8) modify, waive or change any provision of this Indenture affecting the ranking (as to contractual right of payment) irrevocably elect of the Notes or any Note Guarantee in a Cash Percentage manner adverse to the Holders of the Notes; or eliminate the Company’s right to elect a Cash Percentage as permitted by (9) modify any of the provisions described under of this Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 16.02 or Section 6.099.02(b). Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 16.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (INNOVATE Corp.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, or amend the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 6.03 or Section 6.096.10. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.0510.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 10.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver provide to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the in aggregate principal amount of all Series of Notes or the Notes of any affected Series, as the case may be, then outstanding (determined in accordance with Article 8 Outstanding as expressed at a Meeting of the Holders, and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), communicated to the Company by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Note affected, no such supplemental indenture shallthen Outstanding affected thereby:
(a) extend the final maturity of any Notes or the date on which any installment of principal is due,
(b) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;Notes,
(c) reduce the principal of rate or extend the Maturity Date time of payment of interest on any Note;Notes,
(d) make any change that adversely affects the conversion rights of any Notes;obligation to pay Additional Amounts,
(e) reduce change the Redemption Price currency of payment of principal of or interest on the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;Notes (including Additional Amounts),
(f) make any Note payable in a currency, or at a place of payment, other than that stated in change the Note;governing law,
(g) change the ranking of the Notes;
(h) impair or affect the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or Notes to institute suit for the enforcement payment thereof,
(h) change any prepayment provision that would alter the pro rata sharing of any payment on or with respect to such Holder’s Notes;payments required thereby,
(i) irrevocably elect a Cash Percentage or eliminate modify the Company’s right number of Holders necessary to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) orwaive an Event of Default,
(j) make reduce the percentage in principal amount of Notes then Outstanding of any change Series that is required for the adoption of a resolution at a meeting of Holders of such Series,
(k) reduce the percentage in principal amount of Notes then Outstanding of any Series that is required form a quorum at a meeting of Holders of such Series,
(l) reduce the percentage in principal amount of Notes then Outstanding of any Series that is required to request the calling of a meeting of Holders of such Series, or
(m) modify the provisions of this Article 10 Indenture with respect to modification and waiver, except to increase any percentage or to provide that requires each Holder’s other provisions of this Indenture cannot be modified or waived without the consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, Holder of each Note affected thereby. Promptly after the execution by the Company and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05any supplemental indenture, the Trustee Company shall join with give notice thereof to the Company Holders of Notes of each Series affected thereby as specified in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, (as described under Section 1.7 (Notice to Holders) setting forth in which case general terms the Trustee may in its discretion, but shall not be obligated to, enter into substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Act of Holders shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Edenor)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any NoteNote beyond the maximum time period of any permitted deferral of interest pursuant to Section 2.04 or to increase the maximum time period for any such interest deferral or to increase the maximum number of times the Company may defer such interest payment;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(fe) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(gf) change the ranking subordination provisions of the Notes;
(h) impair the right of any Holder Notes set forth in Article 13 in a manner adverse to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) Holders; or
(jg) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (PNM Resources Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined determined, for the avoidance of doubt, in accordance with Article 8 Section 8.04 and including, without limitation, including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto or amend the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendmentamendment or waiver;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s right to redeem the Notes or its obligation to make such paymentsoffer to repurchase and repurchase the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 IX or the Notes that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09, if such change adversely affects the rights of the Holders. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.0512.05 of the Base Indenture, the Trustee shall join with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureindenture or amendment. Holders do not need need, under this Section 10.02 9.02, to approve the particular form of any proposed supplemental indentureindenture or amendment to the Notes. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureindenture or amendment. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indentureindenture or amendment.
Appears in 1 contract
Sources: Third Supplemental Indenture (Apollo Commercial Real Estate Finance, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer foroffer, for Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party) when authorized by a Board Resolution of their respective Board of Directors, and the Trustee may from time to time and at amend or supplement this Indenture, any time enter into an indenture Guarantee or indentures supplemental hereto the Notes for the purpose of adding any provisions to hereto or thereto, changing in any manner or eliminating any of the provisions of this Indenture, the Notes hereunder or any supplemental indenture thereunder or of modifying in any manner the rights of the HoldersHolders hereunder or thereunder and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates (including consents obtained in connection with the purchase of or tender offer or exchange offer for Notes); provided, however, thatthat no such amendment, supplement or waiver shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shall:affected thereby (with respect to any Notes held by a nonconsenting Holder):
(a1) reduce the principal amount of the Notes whose Holders must consent to an amendment;, supplement or waiver; or
(b2) reduce the principal of or change or have the effect of changing the Stated Maturity of any Note or alter or waive the provisions with respect to the redemption of the Notes (other than Sections 1016 and 1017 and the defined terms used therein); or
(3) reduce the rate of or extend change or have the stated effect of changing the time for payment of interest on any Note;; or
(c4) reduce waive a Default or Event of Default in the payment of principal of or extend premium, if any, or interest on the Maturity Date Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes Outstanding and a waiver of the payment default that resulted from the acceleration), or in respect of a covenant or provision contained in the Indenture or any Note;Guarantee which cannot be amended or modified without the consent of all Holders; or
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f5) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;Notes; or
(g6) make any change in the ranking provisions of this Indenture relating to waivers of past Defaults or the rights of the Holders to receive payments of principal of or premium, if any, or interest on the Notes;; or
(h7) make any change in the foregoing amendment and waiver provisions; or
(8) impair the right of any Holder to receive payment of principal and of, or interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) ; or
(j9) make any change in this Article 10 that requires each Holder’s consent or in the waiver subordination provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case that would adversely affect the Trustee may in its discretion, but Holders. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Accuride Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation of the Company to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal of (including the Fundamental Change Repurchase Price, if applicable) and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend change the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Akamai Technologies Inc)
Supplemental Indentures with Consent of Holders. With Except as provided above in Section 10.01 and below in this Section 10.02, the Company and the Trustee may from time to time and at any time amend or supplement this Indenture and the Notes with the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture amendment shall:
(a) reduce the percentage in aggregate principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or amend the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of any payment on of principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, or with respect to the consideration due upon conversion of, such Holder’s Notes;, on or after the respective due dates expressed or provided for in such Holder’s Notes or in this Indenture; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions (including in Section 6.02 or Section 6.09). Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture amendment, supplement or waiver unless such supplemental indenture amendment, supplement or waiver adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureamendment, supplement or waiver. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indentureamendment, supplement or waiver of this Indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture amendment, supplement or waiver becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureamendment, supplement or waiver. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indentureamendment, supplement or waiver.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price, the Repurchase Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Tibco Software Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 VII and including, without limitation, including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) except as required under the Indenture, make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or Price, the Unwind Redemption Price, the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 IX that requires each Holder’s consent or in the waiver provisions in Section 6.02 5.02 or Section 6.095.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.059.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need need, under this Section 10.02 9.03, to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that impairs or adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, currency or at a place of payment, payment other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Notwithstanding the foregoing or anything to the contrary, so long as any Investor Notes are outstanding, without the consent of 100% of the aggregate principal amount of the Investor Notes held by the Silver Lake Group (as certified to the Trustee by the Company), an amendment, supplement or waiver, including a waiver pursuant to Section 6.09, may not modify any provision contained in this Indenture specifically and uniquely applicable to the Investor Notes in a manner adverse to the Holders of, or the holders of a beneficial interest in, the Investor Notes; provided that, the consent of a Holder of the Investor Notes other than the Silver Lake Group shall not be required unless such amendment, supplement or waiver impacts such holder in a materially disproportionately adverse manner. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Unity Software Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner manner, waiving or eliminating any of the provisions of this Indenture, Indenture or the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest any Special Interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) except as permitted by this Indenture, make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest Special Interest, if any, on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Palo Alto Networks Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 VIII and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price or Redemption Price of any Note or amend or modify modify, in any manner adverse to the Holders Holders, the Company’s obligation to make such payments, or the Company’s ability to call the Notes for Redemption, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to bring suit for the enforcement of its right to receive payment of principal of (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notestherefor;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 X that requires each Holder’s consent or in the waiver provisions in Section 6.02 6.01 or Section 6.09; or
(j) other than in accordance with this Indenture, eliminate or modify the Guarantee. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need need, under this Section 10.02 10.02, to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture, except that the Company will not be required to provide separate notice to the Holders of such supplemental indenture if the Company includes the supplemental indenture in a periodic report filed with the Commission within four Business Days of its effectiveness. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Encore Capital Group Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 VII and including, without limitation, including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) except as required under the Indenture, make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or Price, the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 IX that requires each Holder’s consent or in the waiver provisions in Section 6.02 5.02 or Section 6.095.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.059.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need need, under this Section 10.02 9.03, to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or extend the stated time for payment of any interest (including Special Interest and interest payable pursuant to Section 2.03(c)) on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as otherwise permitted or required by this Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair eliminate the contractual right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement right to receive payment or delivery, as the case may be, of any payment the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, and the consideration due upon conversion of, its Notes, on or with respect to such Holder’s Notes;after the respective due dates expressed or provided for in the Notes or this Indenture; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Zscaler, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, or amend the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall, directly or indirectly:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail (or, in the case of Global Notes, send electronically in accordance with the applicable procedures of the Depositary) to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) 9) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 9 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes, regardless of whether the solicitation of consents and such repurchase is made from, or such tender or exchange offer is made to, all or any number of Holders of then outstanding notes), the Company and the Guarantor, when authorized by the resolutions of their respective Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, and in connection therewith the Guarantor may amend or supplement the Deed Poll, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or the Deed Poll, as applicable, or of modifying in any manner the rights of the HoldersHolders hereunder or thereunder; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of the then outstanding Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate principal of or extend change the stated time for payment fixed maturity of interest on any NoteNotes;
(c) reduce the principal rate of or extend change the Maturity Date time for payment of interest on any Note;
(d) make any change that adversely affects the conversion exchange rights or Fundamental Change repurchase rights of any the Notes;
(e) reduce waive a Default or Event of Default in the payment or delivery, as the case may be, of (i) the principal (including the Redemption Price or and the Fundamental Change Repurchase Price Price, if any) of, (ii) interest on or (iii) any consideration due upon exchange of, the Notes (except a rescission of any Note or amend or modify in any manner adverse to acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Company’s obligation to make such payments, whether through an amendment or then outstanding Notes and a waiver of provisions in the covenants, definitions or otherwisepayment default that resulted from such acceleration);
(f) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;
(g) make any change in the ranking provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes;
(h) impair alter any of the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or provisions in Article 17 with respect to such Holder’s Notesa redemption of the Notes or otherwise waive a redemption payment with respect to any Note;
(i) irrevocably elect a Cash Percentage or eliminate waive payment of the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) orFundamental Change Repurchase Price;
(j) cause the Notes or the Guarantee to become subordinated in right of payment to any other Indebtedness of the Company or the Guarantor, as applicable;
(k) make any change in the foregoing amendment and waiver provisions; or
(l) release the Guarantor from its obligations under the Guarantee, this Article 10 that requires each Holder’s consent Indenture or in the waiver Deed Poll, except as permitted pursuant to the provisions in Section 6.02 or Section 6.09Article 12. Upon the written request of the Company accompanied by a Board Resolution from the Company’s Board of Directors and the Guarantor’s Board of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of requisite the Holders as aforesaid aforesaid, and subject to upon receipt by the Trustee of the documents described in Section 10.058.02 of this Indenture, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders do not need under this Section 10.02 11.02 to approve the particular form of any proposed supplemental indenture. It amendment, supplement or waiver, but it shall be sufficient if such Holders approve consent approves the substance thereof. After any such supplemental indenture an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall deliver send to the Holders of Notes affected thereby a notice (with a copy to the Trustee) briefly describing the amendment, supplement or waiver, unless a current report on Form 8-K (or any successor form thereto) is timely filed by the Guarantor describing the amendment, supplement or waiver. Any failure by the Company to send such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)notice, or any defect therein, shall not, however, in the notice, will not any way impair or affect the validity of the any such supplemental indentureindenture or waiver.
Appears in 1 contract
Sources: Indenture (Ensco PLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount at maturity of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of interest on any Note or extend change the stated time for payment of interest or accretion of principal on any Note;
(c) reduce the principal amount or the Accreted Principal Amount of or extend the Maturity Date of any Note;
(d) other than as expressly required or permitted by this Indenture, make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price, the Repurchase Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of the principal (or Accreted Principal Amount) of and interest on such HHolder’s Note, or the right to receive payment or delivery, as the case may be, of the consideration due upon conversion of such ▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined determined, for the avoidance of doubt, in accordance with Article 8 Section 8.04 and including, without limitation, including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto or amend the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendmentamendment or waiver;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such paymentsoffer to repurchase and repurchase the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 IX or the Notes that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09, if such change adversely affects the rights of the Holders. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05102 of the Base Indenture, the Trustee shall join with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureindenture or amendment. Holders do not need need, under this Section 10.02 9.02, to approve the particular form of any proposed supplemental indentureindenture or amendment to the Notes. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureindenture or amendment. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indentureindenture or amendment.
Appears in 1 contract
Sources: First Supplemental Indenture (Renewable Energy Group, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (INPHI Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of, reduce the premium payable upon conversion or redemption of a Note or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) 8 of the Base Indenture) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding Outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors, and the Trustee and the Co-Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of of, or extend the Maturity Date of of, any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Purchase Price of any Note or amend or modify in any manner adverse to the Holders the times at which, or the circumstances under which, the Notes may or will be redeemed or purchased by the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive bring suit to enforce any payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notestherefor;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by change the provisions described under Section 14.02(a)(iii) 2.10 in a manner adverse to Holders of the Notes; or
(j) make any change in this Article 10 X that requires each Holder’s consent or in the waiver provisions in Section 6.02 6.03 or Section 6.096.10. Upon the written request of the Company, and upon the filing with the Trustee and the Co-Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.0510.06, the Trustee and the Co-Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s or the Co-Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee or the Co-Trustee, as applicable, may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 10.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. Until an amendment, supplement or waiver becomes effective, any consent to it by a Holder is a continuing consent by such Holder and every subsequent Holder of such consenting Holder’s Note, or portion of such consenting Holder’s Note, that evidences the same debt as such consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) VIII) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined determined, for the avoidance of doubt, in accordance with Article 8 Section 8.04 and including, without limitation, including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto or amend the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendmentamendment or waiver;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such paymentsoffer to repurchase and repurchase the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 IX or the Notes that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09, if such change adversely affects the rights of the Holders. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.0512.05 of the Base Indenture, the Trustee shall join with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureindenture or amendment. Holders do not need need, under this Section 10.02 9.02, to approve the particular form of any proposed supplemental indentureindenture or amendment to the Notes. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureindenture or amendment. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indentureindenture or amendment.
Appears in 1 contract
Sources: First Supplemental Indenture (Apollo Commercial Real Estate Finance, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the in aggregate principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender or exchange offer for, Notes)) and by Act of said Holders delivered to the Company, the Company Guarantors and the Trustee, at the Company’s expense, the Guarantors and the Trustee may from time to time and at any time amend the Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the Holders under this Indenture, and the Holder of a majority in aggregate principal amount of the Outstanding Notes may waive the Company’s compliance with any provision herein without notice to the other Holders; provided, however, thatthat no such amendment, supplement or waiver shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shallaffected thereby:
(a) reduce change the stated Maturity Date of the principal amount of Notes whose Holders must consent to an amendmentor any interest on the Notes;
(b) reduce the rate principal amount of or extend the stated time for payment of interest on any Notethe Notes;
(c) reduce the amount of principal payable upon acceleration of or extend the Maturity Date of any Note;
(d) make change the place or currency of payment of principal of or interest on any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal of and interest on such H▇▇▇▇▇’s Note its Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on on, or with respect to to, such Holder’s Notes;
(f) modify the provisions with respect to the purchase rights of Holders as described in Section 3.01 in a manner adverse to Holders;
(g) modify the ranking provisions of this Indenture or modify the priority of any Lien on Collateral;
(h) modify the Guarantees of any Guarantor in a manner adverse to the Holders (other than the release of any Guarantee pursuant to Section 13.03 hereof);
(i) irrevocably elect a Cash Percentage make any change that impairs or eliminate adversely affects the Company’s right of Holders to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) convert their Notes; or
(j) make any change in to the provisions of this Article 10 that requires 8 which require each Holder’s consent or in the waiver provisions in Section 6.02 6.04 of this Indenture except to increase the percentage required for modification, amendment or Section 6.09waiver or to provide for consent of each affected Holder of Outstanding Notes. Upon the written request of the Company, and upon the filing with the Trustee of evidence of Without the consent of requisite the Holders as aforesaid and subject of at least 66 2⁄3% in aggregate principal amount of the Notes then outstanding, an amendment, supplement or waiver may not (1) modify any Collateral Document or the provisions in this Indenture dealing with Collateral Documents in any manner adverse to Section 10.05, the Trustee shall join Holders or (2) otherwise release any Collateral other than in accordance with the Company in the execution provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case and the Trustee may in its discretion, but Collateral Documents. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act or consent of Holders do not need under this Section 10.02 8.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act or consent shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Sunedison, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes)8), the Company Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s ’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;; or
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Avid Bioservices, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (CalAmp Corp.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, or amend the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 Section 6.03 or Section 6.09Section 6.10. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05Section 10.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 Section 10.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver provide to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as expressly required by this Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article Article 10 that requires each Holder’s consent or in the waiver provisions in Section Section 6.02 or Section Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (8x8 Inc /De/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate in principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, including consents obtained in connection with a repurchase of, or tender offer or exchange offer for, for the Notes), by Act of said Holders delivered to the Company and the Trustee, at the Company’s expense, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shall:affected thereby (with respect to any Notes held by a nonconsenting Holder of the Notes):
(a1) reduce the principal amount of the Notes whose Holders must consent to an amendment;, supplement or waiver; or
(b2) reduce the principal of or change or have the effect of changing the Stated Maturity of any Note or alter or waive the provisions with respect to the redemption of the Notes (other than Sections 1016 and 1017 and the defined terms used therein); or
(3) reduce the rate of or extend change or have the stated effect of changing the time for payment of interest on any Note;; or
(c4) reduce waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes Outstanding and a waiver of the payment default that resulted from the acceleration), or extend in respect of a covenant or provision contained in the Maturity Date Indenture or any Guarantee which cannot be amended or modified without the consent of any Note;all Holders; or
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f5) make any Note payable in a currency, or at a place of payment, money other than that stated in the Note;Notes; or
(g6) make any change in the ranking provisions of this Indenture relating to waivers of past Defaults or the rights of the Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes;; or
(h7) make any change in the foregoing amendment and waiver provisions; or
(8) impair the right of any Holder of the Notes to receive payment of principal and of, or interest on such H▇▇▇▇▇’s Note Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s ▇▇▇▇▇▇'s Notes;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) ; or
(j9) make any change in the subordination provisions of this Article 10 Indenture that requires each Holder’s consent or in would adversely affect the waiver provisions in Section 6.02 or Section 6.09. Upon the written request Holders of the Company, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act of Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (E&s Holdings Corp)
Supplemental Indentures with Consent of Holders. This Section 10.03 shall, with respect to the Notes, supersede Sections 9.02 and 9.03 of the Base Indenture in their entirety. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the aggregate in principal amount of the Notes then outstanding (determined in accordance with Article 8 and includingNotes, including without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for, Notes)the Company, the Company when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture or waiving any past Default or compliance with any provisions of this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of each the Holder of an each outstanding Note affected, no such supplemental indenture shall:affected thereby,
(a) reduce the principal amount of the Notes whose the Holders of which must consent to an amendmenta supplement to this Indenture;
(b) reduce the rate of rate, or extend the stated time for payment payment, of interest (other than Additional Interest) on any Note;
(c) reduce the principal of principal, or extend the Maturity Date Stated Maturity, of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the any Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes the Company’s obligation to make such paymentspayment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make change the place or currency of payment of principal or interest in respect of any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal of and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(ih) irrevocably elect a Cash Percentage or eliminate adversely affect the ranking of the Notes as the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) senior unsecured indebtedness; or
(ji) make any change in this Article 10 that requires the amendment provisions which require each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon if such change adversely affects the written request rights of the Company, and upon the filing with the Trustee of evidence Holders of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but Notes. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act or consent of Holders do not need under this Section 10.02 10.03 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act or consent shall approve the substance thereof. After The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any such indenture supplemental indenture becomes effectivehereto. If a record date is fixed, the Company Holders on such record date, or their duly designated proxies, and only such Persons, shall deliver be entitled to the Holders a notice (with a copy consent to the Trustee) briefly describing such supplemental indenture. However, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the failure to give such notice to all the Holders (with a copy requisite percentage having been obtained prior to the Trustee)date which is 90 days after such record date, or any defect in the notice, will not impair or affect the validity such consent previously given shall automatically and without further action by any Holder be cancelled and of the supplemental indentureno further effect.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNotes other than as expressly required by this Indenture;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Note; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (8x8 Inc /De/)
Supplemental Indentures with Consent of Holders. With The Company and the Trustee may amend or supplement the Indenture with respect to the Notes with the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the in aggregate principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, including without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for Securities). In addition, the Holders of a majority in aggregate principal amount of the Outstanding Notes (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company and the Trustee, at ) may waive the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing compliance in any manner or eliminating instance with any provision of the provisions Indenture without notice to the other Holders of this Notes. Notwithstanding Section 9.2 of the Original Indenture, the Notes no amendment, supplement or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, waiver may be made without the consent of each Holder of an outstanding Note affectedNotes affected thereby if such amendment, no such supplemental indenture shallsupplement or waiver would:
(ai) reduce the percentage in principal amount of Notes the Outstanding Notes, the consent of whose Holders must is required for any supplemental indenture, or the consent of whose Holders is required for any waiver under this Indenture (including any waiver of past defaults pursuant to an amendmentSection 7.06);
(bii) reduce the rate of or extend the stated time for of payment of interest any Interest on any Note;
(ciii) reduce the principal of amount of, or extend the Maturity Date of of, any Note;
(div) make any change that impairs or adversely affects the conversion rights of any Notes;
(ev) reduce the Redemption Price or the Fundamental Change Repurchase Purchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes, the Company’s obligation to make such paymentspayment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(fvi) make any Note payable in a currency, or at a place of payment, currency other than that stated in the Note;
(gvii) change the ranking provisions of Article 6 hereof in a manner adverse to Holders of the Notes;
(hviii) impair the right of any Holder to receive payment of the principal and interest on such H▇▇▇▇▇amount of (including the Fundamental Change Purchase Price, if applicable), or Interest on, a Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(iix) irrevocably elect a Cash Percentage impair or eliminate adversely affect the Company’s right of Holders to elect a Cash Percentage convert the Notes or otherwise modify provisions with respect to conversion, or reduce the Conversion Rate, subject to such modifications as permitted by the provisions described are required under Section 14.02(a)(iii) this Indenture; or
(jx) make modify any change in of the provisions of this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 11.02 or Section 6.09. Upon 7.06, except to increase the written request of the Companypercentage required for modification, and upon the filing with the Trustee of evidence of the amendment or waiver or to provide for consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indentureeach affected Holder.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) 7) of the Holders of at least a majority of the in aggregate principal amount of the Notes then at the time outstanding (determined in accordance with Article 8 7 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender offer or exchange offer for, Notes), the Company Company, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Notes; provided, however, thatthat no such supplemental indenture shall, without the consent of each affected Holder of an outstanding Note affected, no such supplemental indenture shallNote:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of rate, or extend the stated time for payment payment, of interest on any Note;
(c) reduce the principal of principal, or extend the Maturity Date Date, of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Purchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make change the place or currency of payment of principal or interest in respect of any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal of (including the Fundamental Change Purchase Price, if applicable), and interest on on, such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(ih) irrevocably elect modify Article 15 in a Cash Percentage or eliminate manner adverse to the Company’s right to elect a Cash Percentage as permitted by Holders of the provisions described under Section 14.02(a)(iii) Notes; or
(ji) make any change in the provisions of this Article 10 9 that requires require each Holder’s consent or in the waiver provisions in Section 6.02 or 5.02 and Section 6.095.09. Upon the written request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, to enter into such supplemental indenture. It shall not be necessary for the consent of the Holders do not need under this Section 10.02 9.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders consent shall approve the substance thereof. After any such supplemental indenture an amendment under this Indenture becomes effective, the Company shall deliver mail to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indentureamendment. However, the failure to give such notice to all the Holders (with a copy to the Trustee)affected Holders, or any defect in the notice, will shall not impair or affect the validity of the supplemental indentureamendment.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion exchange rights of any NotesNotes other than as contemplated herein;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the NotesNotes or the Guarantee;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇Holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesNote;
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09;
(j) other than in accordance with the provisions of this Indenture (including, without limitation, the Parent Guarantee Event Exception), eliminate the Guarantee; or
(k) change the Guarantor’s or the Company’s obligations to pay Additional Amounts. Upon the written request of the Company, accompanied by a Board Resolution of each of the Guarantor and the Company authorizing the execution of such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Guarantor and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver send to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or extend the Maturity Date of any Note;
(d) make any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currencymoney, or at a place of payment, other than that stated in the NoteNotes;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal and interest on such H▇▇▇▇▇▇’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder▇▇▇▇▇▇’s Notes;; or
(i) irrevocably elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) or
(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee)Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Chegg, Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least not less than a majority of the in aggregate principal amount of the Outstanding Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase purchase of, or tender or exchange offer for, Notes)) and by Act of said Holders delivered to the Company, the Company SunEdison and the Trustee, at the Company’s expense, SunEdison and the Trustee may from time to time and at any time amend the Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture Indenture or of modifying in any manner the rights of the Holders under this Indenture, and the Holder of a majority in aggregate principal amount of the Outstanding Notes may waive the Company’s compliance with any provision herein without notice to the other Holders; provided, however, thatthat no such amendment, supplement or waiver shall, without the consent of each the Holder of an outstanding each Outstanding Note affected, no such supplemental indenture shallaffected thereby:
(a) reduce change the stated Maturity Date of the principal amount of Notes whose Holders must consent to an amendmentor any interest on the Notes;
(b) reduce the rate principal amount of or extend the stated time for payment of interest on any Notethe Notes;
(c) reduce the amount of principal payable upon acceleration of or extend the Maturity Date of any Note;
(d) make change the place or currency of payment of principal of or interest on any change that adversely affects the conversion rights of any NotesNote;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;
(g) change the ranking of the Notes;
(h) impair the right of any Holder to receive payment of principal of and interest on such H▇▇▇▇▇’s Note its Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on on, or with respect to to, such Holder’s Notes;
(f) modify the provisions with respect to the purchase rights of Holders as described in Section 3.01 in a manner adverse to Holders;
(g) release of any of the Collateral from the Liens securing the Notes except as contemplated by the Collateral Documents;
(h) modify the ranking provisions of this Indenture;
(i) irrevocably elect a Cash Percentage make any change that impairs or eliminate adversely affects the Company’s right of Holders to elect a Cash Percentage as permitted by the provisions described under Section 14.02(a)(iii) exchange their Notes; or
(j) make any change in to the provisions of this Article 10 that requires 8 which require each Holder’s consent or in the waiver provisions in Section 6.02 6.04 of this Indenture except to increase the percentage required for modification, amendment or Section 6.09waiver or to provide for consent of each affected Holder of Outstanding Notes. Upon the written request of the Company, and upon the filing with the Trustee of evidence of Without the consent of requisite the Holders as aforesaid and subject of at least 66 2⁄3% in aggregate principal amount of the Notes then outstanding, an amendment, supplement or waiver may not (1) modify any Collateral Document or the provisions in this Indenture dealing with Collateral Documents in any manner adverse to Section 10.05, the Trustee shall join Holders or (2) otherwise release any Collateral other than in accordance with the Company in the execution provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case and the Trustee may in its discretion, but Collateral Documents. It shall not be obligated to, enter into such supplemental indenture. necessary for any Act or consent of Holders do not need under this Section 10.02 8.02 to approve the particular form of any proposed supplemental indenture. It , but it shall be sufficient if such Holders Act or consent shall approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.
Appears in 1 contract
Sources: Indenture (Sunedison, Inc.)