Common use of Supplemental Indentures Without Consent of Securityholders Clause in Contracts

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 12 contracts

Sources: Indenture (Costamare Bulkers Holdings LTD), Indenture (GasLog Partners LP), Indenture (GasLog Ltd.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 9 contracts

Sources: Senior Indenture (Morgan Stanley Dean Witter & Co), Indenture (Nvidia Corp/Ca), Junior Subordinated Indenture (Morgan Stanley Dean Witter & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.025.

Appears in 5 contracts

Sources: Senior Indenture (Abn Amro Bank Nv), Senior Indenture (Abn Amro Bank Nv), Subordinated Indenture (Orvet Pharmaceuticals Finance Sa)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8under this Indenture and the Securities; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of any series of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; andSection 3.1; (f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form; (g) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one Securities, pursuant to Section 7.11, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, Trustee; (i) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of Section 5.10restricted securities generally and to modify any legends placed on such securities to reflect such restrictions and procedures; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and (k) otherwise to change or eliminate any of the provisions of this Indenture; provided, however, that any such change or elimination may only be effected when no Outstanding Security of any series created prior to the execution of such supplemental indenture is entitled to the benefit of such provision. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.0210.2.

Appears in 5 contracts

Sources: Indenture (Idacorp Trust Iii), Indenture (Idacorp Trust Iii), Indenture (Idacorp Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board Resolution (which resolutions Board Resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; and (g) to comply with the requirements of the Trust Indenture Act of 1939. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 5 contracts

Sources: Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 4 contracts

Sources: Indenture (Norfolk Southern Railway Co /Va/), Indenture (Nyc Newco Inc), Subordinated Indenture (Source One Mortgage Services Corp)

Supplemental Indentures Without Consent of Securityholders. The (a) In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto which comply with the Trust Indenture Act of 1939, as then in effect, without the consent of the Holders, for one or more of the following purposes: (ai) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (bii) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (ciii) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (div) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities or Coupons in any material respectmanner; (ev) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (fvi) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10. 6.11. (b) The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. . (c) Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 3 contracts

Sources: Subordinated Indenture (Greenlight Capital Re, Ltd.), Subordinated Indenture (Alterra Finance LLC), Subordinated Indenture (Max USA Holdings Ltd.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 810; (cb) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default a default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default a default or may limit the remedies available to the Trustee upon such an Event of Default a default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Defaulta default; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (ed) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and; (fe) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.107.11; and (f) to give effect to any variation to the terms of the Securities as a result of the imposition of any Resolution Measure; in each case, as permitted by relevant laws and regulations and subject to approval by the competent supervisory or resolution authority, as applicable. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 3 contracts

Sources: Eligible Liabilities Senior Indenture (Deutsche Bank Aktiengesellschaft), Eligible Liabilities Senior Indenture (Deutsche Bank Aktiengesellschaft), Eligible Liabilities Senior Indenture (Deutsche Bank Aktiengesellschaft)

Supplemental Indentures Without Consent of Securityholders. (1) The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10. 6.11. (2) The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. . (3) Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 3 contracts

Sources: Subordinated Indenture (Scottish Annuity & Life Holdings LTD), Junior Subordinated Indenture (Scottish Annuity & Life Holdings LTD), Senior Indenture (Scottish Annuity & Life Holdings LTD)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall reasonably consider to be for the protection of the Holders of SecuritiesSecurities or Coupons (or any series thereof), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other changes or provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; and (g) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 3 contracts

Sources: Subordinated Debt Indenture (Kaufman & Broad Home Corp), Senior Subordinated Debt Indenture (Kaufman & Broad Home Corp), Senior Debt Indenture (Kaufman & Broad Home Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board Resolution (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) and the Guarantors, when authorized by officers a resolution of the Issuer authorized thereby)their respective Guarantor’s Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerIssuer or any Guarantor, as the case may be, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer or such Guarantor, as the case may be, pursuant to Article 89; (c) to add to the covenants of the Issuer or the Guarantors, as the case may be, such further covenants, restrictions, conditions or provisions as the Issuer or the Guarantors, as the case may be, and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer or the Guarantors may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form forms or terms of Securities of any series as permitted by Sections Section 2.01 and Section 2.03; and; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; and (g) to evidence the assumption by the Guarantors of all of the rights and obligations of the Issuer hereunder with respect to a series of Securities and under the Securities of such series and the release of the Issuer from its liabilities hereunder and under such Securities as obligor on the Securities of such series, all as provided in Section 13.07 hereof. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 3 contracts

Sources: Senior Indenture (Abn Amro Bank Nv), Subordinated Indenture (Abn Amro Bank Nv), Senior Indenture (Bank of America Corp /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board Resolution (which resolutions Board Resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 3 contracts

Sources: Senior Indenture (Orix Corp), Senior Indenture (Orix Corp), Senior Indenture (Orix Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the IssuerCompany, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8X hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the Holders of Securities as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Defaultdefault; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders of the Securities in any material respect; (ed) to establish add to, delete from or revise the form or terms of Securities Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of any series as permitted by Sections 2.01 and 2.03Securities; andprovided, that no such action shall adversely affect the interests of Holders of outstanding Securities; (fe) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or to add to the rights of the Holders of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 2 contracts

Sources: Indenture (First Mercury Financial Corp), Indenture (First Mercury Financial Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (a copy, certified by the Issuer's Secretary or an Assistant Secretary, of which resolutions may provide general authorization for such action and may provide that has been delivered to the specific terms of such action may be determined by officers of the Issuer authorized therebyTrustee), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall, as evidenced by an Opinion of Counsel delivered to the Trustee, conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property Property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer Issuer's Board of Directors, as evidenced by a resolution of the Board of Directors (a copy, certified by the Issuer's Secretary or an Assistant Secretary, of which has been delivered to the Trustee), and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish provide for the form or terms issuance under this Indenture of Securities in registered form (including Securities registrable as to principal only) and to provide for exchangeability of any series as permitted by Sections 2.01 such Securities with Securities issued hereunder in fully registered form, and 2.03; andto make all appropriate changes for such purpose; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee comply with respect to the Securities of one or more series and to add to or change any of the provisions of this the Trust Indenture as shall be necessary Act of 1939; and (g) to provide for or facilitate make any change that does not adversely affect the administration rights of any Holder, provided that the trusts hereunder by more than one trustee, pursuant Issuer has delivered to the requirements Trustee an Opinion of Section 5.10Counsel stating that such change does not adversely affect the rights of any Holder. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Indenture (American Biltrite Inc), Indenture (Congoleum Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Issuer when authorized by a resolution of its Board Resolutions (which resolutions may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), in accordance with or pursuant to a Company Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity of the respective covenants, agreements and obligations of the Issuer pursuant to Article 8under this Indenture or any supplemental indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as or to surrender any right, power or option conferred by this Indenture on the Issuer as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of all or any series Securities or Coupons of any series (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being added solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under in any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, that no action under this clause (d) shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; (f) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.10; and (h) to provide for uncertificated Securities in addition to certificated Securities, so long as such uncertificated Securities are in registered form for United States federal income tax purposes. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Subordinated Indenture (McMoran Exploration Co /De/), Subordinated Indenture (Freeport McMoran Copper & Gold Inc)

Supplemental Indentures Without Consent of Securityholders. The (1) In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, which comply with the Trust Indenture Act of 1939, as then in effect, without the consent of the Holders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10. 6.11; and (g) to make any other changes that do not materially adversely affect holders of the affected Securities. (2) The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. . (3) Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Subordinated Indenture (Rediff Com India LTD), Senior Indenture (Rediff Com India LTD)

Supplemental Indentures Without Consent of Securityholders. The IssuerIssuers, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms their respective Boards of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, either Issuer or successive successions, successions and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the such Issuer pursuant to Article 8Eight; (cb) to add to the covenants of the Issuer Issuers such further covenants, restrictions, conditions or provisions as the Issuer such Boards of Directors and the Trustee shall consider to be for the protection of the Holders holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders holders of the Securities; (d) to provide for the issuance under this Indenture of Securities in any material respectcoupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series issuance and to add to or change any authorization of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10Exchange Securities. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.027.2.

Appears in 2 contracts

Sources: Indenture (Advantica Restaurant Group Inc), Indenture (Dennys Holdings Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the IssuerCompany, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8X hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the Holders of Securities as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Defaultdefault; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders of the Securities in any material respect; (ed) to establish add to, delete from or revise the form or terms of Securities Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of any series as permitted by Sections 2.01 and 2.03Securities; andprovided, that no such action shall adversely affect the interests of Holders of outstanding Securities; (fe) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or to add to the rights of the Holders of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 2 contracts

Sources: Indenture (Proassurance Corp), Indenture (Proassurance Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental 60 indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.025.

Appears in 2 contracts

Sources: Indenture (Cardinal Health Inc), Indenture (Cardinal Health Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection benefit of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting that permits the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3, to provide for or facilitate the issuance of Securities in bearer form, with or without coupons attached thereto, or to provide for uncertificated Securities; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.9. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Subordinated Debt Indenture (Transcanada Pipelines LTD), Debt Indenture (Transcanada Pipelines LTD)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage cure any ambiguity or pledge to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Trustee as security for Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities of one or more series in any property or assetsmaterial respect; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or add guarantors with respect to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respectof one or more series; (e) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (g) to maintain the qualification of the Indenture under the Trust Indenture Act of 1939; (h) to make any change that does not adversely affect the rights of any Holder; and (fi) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 2 contracts

Sources: Indenture (Patriot Coal CORP), Indenture (Patriot Coal CORP)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the IssuerCompany, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8X hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the Holders of Securities as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Defaultdefault; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders of the Securities in any material respect; (ed) to establish add to, delete from, or revise the form or terms of Securities Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of any series as permitted by Sections 2.01 and 2.03Securities; andprovided, that no such action shall adversely affect the interests of Holders of outstanding Securities; (fe) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture, or to add to the rights of the Holders of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 2 contracts

Sources: Indenture (James River Group, INC), Indenture (James River Group, INC)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Issuer when authorized by a resolution of its Board Resolutions (which resolutions may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), in accordance with or pursuant to a Company Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity of the respective covenants, agreements and obligations of the Issuer pursuant to Article 8under this Indenture or any supplemental indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as or to surrender any right, power or option conferred by this Indenture on the Issuer as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of all or any series of Securities or Coupons of any series (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being added solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, that no action under this clause (d) shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.10; and (h) to provide for uncertificated Securities in addition to certificated Securities, so long as such uncertificated Securities are in registered form for United States federal income tax purposes. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Senior Indenture (Freeport McMoran Copper & Gold Inc), Senior Indenture (McMoran Exploration Co /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), ) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 2 contracts

Sources: Subordinated Indenture (Amarin Finance Ltd.), Senior Indenture (Amarin Finance Ltd.)

Supplemental Indentures Without Consent of Securityholders. The (1) In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto which comply with the Trust Indenture Act of 1939, as then in effect, without the consent of the Holders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10. 6.11; and (g) to make any other changes that do not materially adversely affect holders of the affected Securities. (2) The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. . (3) Any supplemental indenture authorized by the provisions of this section Section 8.1 may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Junior Subordinated Indenture (AXIS Specialty Finance LLC), Subordinated Indenture (AXIS Specialty Finance LLC)

Supplemental Indentures Without Consent of Securityholders. The IssuerWithout the consent of any Holders of Securities, the Company, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the IssuerCompany, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Company under this Indenture and the Securities, in each case in compliance with this Indenture; (c) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of Securitiesany series of Securities or Tranche thereof, or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; andSection 3.1; (f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series in any material respect; (g) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (h) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article XII, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Outstanding Security in any material respect; (j) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; (k) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (l) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one Securities, pursuant to Section 7.11, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, Trustee; (m) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of Section 5.10restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures; (n) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and (o) otherwise to amend or supplement any of the provisions of this Indenture or in any supplemental indenture; provided, however, that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations stipulations, which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 10.1 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.0210.2.

Appears in 2 contracts

Sources: Indenture (National Grid PLC), Indenture (National Grid PLC)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)duly authorized, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the terms or form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.105.11. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 7.01 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 2 contracts

Sources: Senior Indenture (Sumitomo Mitsui Financial Group, Inc.), Senior Indenture (Sumitomo Mitsui Financial Group, Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Corporation and the Debt Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCorporation, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Corporation pursuant to Article 8Ten hereof; (cb) to add to the covenants of the Issuer Corporation such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Board of Directors and the Debt Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Debt Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. The Debt Trustee is hereby authorized to join with the Issuer Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debt Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Debt Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.1 may be executed by the Corporation and the Debt Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.2.

Appears in 2 contracts

Sources: Indenture (General Motors Capital Trust D), Indenture (General Motors Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable; provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Supplemental Indenture (Safeway Stores 42, Inc.), Supplemental Indenture (Albertsons Companies, Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Issuer when authorized by a resolution of its Board Resolution (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), in accordance with or pursuant to a Company Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity of the respective covenants, agreements and obligations of the Issuer pursuant to Article 8under this Indenture or any supplemental indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as or to surrender any right, power or option conferred by this Indenture on the Issuer as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of all or any series of Securities or Coupons of any series (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being added solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, that no action under this clause (d) shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.10; and (h) to provide for uncertificated Securities in addition to certificated Securities, so long as such uncertificated Securities are in registered form for United States federal income tax purposes. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 2 contracts

Sources: Senior Indenture (Freeport McMoran Copper & Gold Inc), Senior Indenture (Freeport McMoran Copper & Gold Inc)

Supplemental Indentures Without Consent of Securityholders. The (a) In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, without the consent of the Holders, for one or more of the following purposes: (ai) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (bii) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (ciii) to add to the covenants of the Issuer or other provisions hereof such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of any series of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (div) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or in the final prospectus or prospectus supplement or other definitive offering document with respect to the Securities, or to make such any other provisions in regard as the Issuer may deem necessary or desirable with respect to matters or questions arising under this Indenture or under any supplemental indenture Indenture, provided that, as the Board may deem necessary or desirable and which evidenced by an Officer’s Certificate, no such action shall not materially adversely affect the interests of the Holders of the Securities in of any material respectseries; (ev) to establish the form forms or terms of Securities of any series as permitted by Sections 2.01 Section 2.1 and 2.03; andSection 2.3; (fvi) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10. 6.10; (vii) to make any change to the provisions of Article 11 that limits or terminates the benefits applicable to any holder of Senior Debt or Subordinated Indebtedness; (viii) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; and (ix) to make any other changes that do not, as evidenced by an Officer’s Certificate, materially and adversely affect the Holders of any Securities. (b) The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. . (c) Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Enstar Group LTD)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such affected series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; and (g) to add to, change or eliminate any of the provisions of this Indenture; provided, that any such addition, change or elimination (i) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Security then Outstanding. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (J P Morgan Chase & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8the terms of this Indenture; (cb) to add to the covenants of the Issuer Company such further fur- ther covenants, restrictionsrestrictions or conditions for the protection of the holders of all or any series of Securities, conditions or provisions (and, if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Company and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional Covenant, restriction or condition, such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental supple- mental indenture which may be defective or inconsistent incon- sistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests inter- ests of the Holders holders of the Securities in any material respectSecurities; (e) to establish add to, delete from, or revise the form or terms of Securities of any series as permitted by Sections Section 2.01 and 2.03; and, including, without limitation, any terms relating to the issuance, exchange, regis- tration or transfer of Securities issued in whole or in part in the form of one or more global Secu- rities and the payment of any principal thereof, or interest or premium, if any, thereon; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.106.11; (g) to provide for uncertificated Securities in addition to or in place of certificated Securities; (h) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (i) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 1 contract

Sources: Indenture (Unifi Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8X hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as permitted by Sections 2.1 and 2.2, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.2.

Appears in 1 contract

Sources: Indenture (Sterling Bancshares Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board Resolution (which resolutions may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) and the Guarantor, when authorized by officers a resolution of the Issuer authorized thereby)Guarantor’s Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerIssuer or the Guarantor, as the case may be, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer or the Guarantor, as the case may be, pursuant to Article 89; (c) to add to the covenants of the Issuer or the Guarantor, as the case may be, such further covenants, restrictions, conditions or provisions as the Issuer or the Guarantor, as the case may be, and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer or the Guarantor may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections Section 2.01 and Section 2.03; and; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; and (g) to evidence the assumption by the Guarantor of all of the rights and obligations of the Issuer hereunder with respect to a series of Securities and under the Securities of such series and the release of the Issuer from its liabilities hereunder and under such Securities as obligor on the Securities of such series, all as provided in Section 13.07 hereof. The Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Indenture (Bank of America Corp /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.to

Appears in 1 contract

Sources: Senior Indenture (Orbotech LTD)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form forms or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.10; and (g) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (h) to change or eliminate any of the provisions of this Indenture including, without limitation, any of the provisions set forth in Article Fourteen, provided that any such change or elimination shall become effective only as to Securities of any series created after the execution of such supplemental indenture. (i) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article Thirteen, including providing for the conversion of the Securities into any security (other than the Common Stock of the Issuer) or property of the Issuer. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Chubb Capital Trust Iii)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8Ten hereof; (cb) to add to the covenants of the Issuer Company such further fur- ther covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Company and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish add to, delete from, or revise the form or terms of Securities of any series as permitted by Sections Section 2.01 and 2.03; and, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (g) to provide for uncertificated Securities in addition to or in place of certificated Securities; (h) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (i) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 1 contract

Sources: Indenture (Nb Capital Trust I)

Supplemental Indentures Without Consent of Securityholders. The IssuerCompany, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers Consent of the Issuer Sole Member, the Guarantor, when authorized thereby), by a Guarantor Authorizing Resolution and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the IssuerCompany or the Guarantor, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer Company or the Guarantor pursuant to Article 89; (c) to add to the covenants of the Issuer Company or the Guarantor such further covenants, restrictions, conditions or provisions as the Issuer Sole Member and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under conform this Indenture or under any supplemental indenture as to the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders description of the Securities set forth in any material respectprospectus or prospectus supplement related to such series of Securities; (e) to provide for or add guarantors for the Securities of one or more series; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and2.04; (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (h) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue, authentication and delivery of any series of Securities, as herein set forth; (i) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (j) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to join with the Issuer Company and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Indenture (Discovery Communications, Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Senior Indenture (Orix Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its the Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Successor Company of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Senior Indenture (Alliance Capital Management L P)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable; provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form of terms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.8. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (CBRL Group Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its the Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (cb) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (ed) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3 and to provide for adjustment of conversion rights pursuant to Section 13.5; and (fe) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Subordinated Indenture (Service Corporation International)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine hereof; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee Board of Directors shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after 46 default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect the interests of the Holders of the Securities in any material respect;Securities; and (e) to establish modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the form or terms of Securities qualification thereof under the Trust Indenture Act of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10other similar federal statute hereafter in effect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 8.1 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2 hereof.

Appears in 1 contract

Sources: Indenture (NRG Energy Inc)

Supplemental Indentures Without Consent of Securityholders. The (a) Without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers Resolutions of the Issuer authorized thereby)Co-Issuers, and when authorized by the Trustee, the Trustee may and, at any time and from time to time and at any time subject to the requirement provided below in this Section 8.1, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) conform the Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in the Indenture in order to address any manifest error in any provision of the Indenture; (iii) to update the Indenture for any ▇▇▇▇▇’▇ Test Modification; (iv) evidence the succession of any Person to the Issuer or the Co-Issuer and the assumption by any such successor of the covenants of the Issuer or the Co-Issuer, as applicable, herein and in the Notes; (v) add to the covenants of the Issuer, the Co-Issuer or the Trustee for the benefit of the Holders of the Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Issuer or the Co-Issuer, as applicable; (vi) convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or add to the Trustee as security for conditions, limitations or restrictions on the Securities authorized amount, terms and purposes of one or more series any property or assetsthe issue, authentication and delivery of the Notes; (bvii) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by of a successor trustee with respect to the Securities of one or more series Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10Sections 6.9, 6.10 and 6.12 hereof; (viii) correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of this Indenture; (ix) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (x) accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (xi) otherwise correct any inconsistency or cure any ambiguity, omission or mistake; (xii) take any action commercially reasonably necessary or advisable to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or otherwise being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (xiii) evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (xiv) accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xv) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xvi) evidence changes to applicable laws and regulations; (xvii) reduce the minimum denominations required for transfer of the Notes; (xviii) modify the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (xix) modify the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Collateral Manager, the Trustee, any paying agent, the servicer or the special servicer without such parties’ consent and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Collateral Manager must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and the Custodial Manager will provide notice of any such amendment to the Rating Agency; (xx) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to any withholding or other taxes or assessments and to allow the Issuer to comply with FATCA or any rules or regulations promulgated thereunder (including providing for remedies against, or imposing penalties upon Holders who fail to deliver the required FATCA information and modifying the restrictions on and procedures for resales and other transfers of the Notes to achieve FATCA compliance or to reflect any changes in FATCA, or other applicable law or regulation (or interpretation thereof)); and (xxi) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto; provided that, any supplemental indenture to be entered into in respect of any matter described in clauses (iii), (xi), (xiii), (xvi), (xviii) and (xxi) above, will require (1) the prior written consent of the holders of at least a Majority of the Controlling Class and (2) an opinion of counsel delivered to the Trustee (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion, including an officer’s certificate of the Collateral Manager) to the effect that such supplemental indenture would not materially and adversely affect the interests of any Class of Notes or the Preferred Shares not consenting thereto. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. Any If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture authorized unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agency a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the provisions Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agency a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if (i) as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such supplemental indenture (but, in each case, disregarding any Securities beneficially owned by the Collateral Manager or any of its affiliates) or (ii) such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agency or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Collateral Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or an opinion of another nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes. (b) Notwithstanding Section 8.1(a) or any other provision of this section may be executed Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Securities at Co-Issuers, and when authorized by the time outstandingTrustee, notwithstanding the Trustee may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in this Offering Memorandum (or any supplement thereto); and (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of Section 7.02this Indenture.

Appears in 1 contract

Sources: Indenture (LoanCore Realty Trust, Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Trustees, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Trustees and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Trustees may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Universal Health Realty Income Trust)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Indenture (Abn Amro Bank Nv)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight hereof; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee Board of Directors shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect the interests of the Holders of the Securities in any material respect;Securities; and (e) to establish modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the form or terms of Securities qualification thereof under the Trust Indenture Act of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10other similar federal statute hereafter in effect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 7.1 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.027.2 hereof.

Appears in 1 contract

Sources: Indenture (NRG Energy Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee (or with respect to the Intercreditor Agreement, the Collateral Agent, at the written direction of the Trustee) may from time to time and at any time, without the consent of the holders of any of the Securities at the time outstanding, enter into an indenture or indentures supplemental hereto or amend a Notes Document, the Intercreditor Agreement or the Collateral Agency Agreement for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8VIII; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture or in any Notes Documents or the Intercreditor Agreement or Collateral Agency Agreement which may be defective or inconsistent with any other provision contained herein or in any supplemental indentureindenture or in any Notes Documents or the Intercreditor Agreement or Collateral Agency Agreement; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture or under the Notes Documents as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders holders of the Securities in any material respect;Securities; and (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of issuance under this Indenture of Securities in coupon form (including Securities registrable as shall be necessary to principal only) and to provide for or facilitate the administration exchangeability of the trusts such Securities with Securities issued hereunder by more than one trusteein fully registered form, pursuant and to the requirements of Section 5.10make all appropriate changes for such purpose. The Trustee (or Collateral Agent, as applicable) is hereby authorized to join with the Issuer in the execution of any such supplemental indentureindenture or any such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee (or Collateral Agent, as applicable) shall not be obligated to enter into (or direct the Collateral Agent to enter into) any such supplemental indenture or any such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement which affects the Trustee’s 's (or Collateral Agent's) own rights, duties or immunities under this Indenture Indenture, the Notes Documents, the Intercreditor Agreement, the Collateral Agency Agreement or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (Weirton Steel Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective defective, mistaken or inconsistent with any other provision contained herein or in any supplemental indenture; or to make , provided, that no such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which action shall not adversely affect the interests of the Holders of the Securities in any material respect; or to conform this Indenture or any supplemental indenture to the description of the Securities set forth in any prospectus or prospectus supplement related to such series of Securities; (e) to provide for or add guarantors for the Securities of one or more series; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and; (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (h) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; (i) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939; (j) to supplement any provisions contained herein or in any supplemental indenture to such extent as will be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 10; provided that no such action shall adversely affect the interests of the Holders of the Securities in any material respect; and (k) to make any other change that is necessary or desirable; provided, that no such change shall adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Indenture (Idex Corp /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Issuer when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force on the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Issuer, as the case may be, pursuant to Article 8Eight; (c) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (d) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions (and if such further covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series) as the Board of Directors of the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (de) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (ef) to establish the form or terms of Securities of any series as permitted by Sections Section 2.01 and 2.03; andSection 2.08; (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture to such extent as shall be necessary to provide for permit or facilitate the administration issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the trusts hereunder by Holders of Securities of any series in any material respect; and (h) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more than one trusteeseries of Securities, pursuant provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the requirements execution of Section 5.10such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no Security Outstanding. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (Astrazeneca PLC)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture indenture, which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which desirable; provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 13 hereof; and (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (Murphy Oil Corp /De)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time time, without the consent of any of the Securityholders, enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the such successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to, or to otherwise comply with, Article 89 (c) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939, as amended; (cd) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (de) to cure any ambiguity ambiguity, defect or inconsistency, or to correct conform this Indenture or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders description of the Securities set forth in any material respectprospectus, prospectus supplement or offering memorandum related to such series of Securities; (ef) to provide for or add guarantors for the Securities of one or more series; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and; (fh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (i) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination shall (A) not (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described in clause (A)(i) Outstanding; (j) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (k) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to shall join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Indenture (Par Technology Corp)

Supplemental Indentures Without Consent of Securityholders. The IssuerCompany, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action of Directors, the Guarantor, if applicable and may provide that the specific terms of such action may be determined when authorized by officers a resolution of the Issuer authorized thereby)Guarantor Board, and the Trustee Trustees for the Securities of any and all Series may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in effect at the date of the execution thereof to the extent required by law), in form satisfactory to such Trustees, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee Trustees as security for the Securities of one or more series Series any property or assets; (b) to evidence the succession of another legal entity Person to the IssuerCompany or the Guarantor, as applicable, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer Company or the Guarantor, as applicable, pursuant to Article 8Nine; (c) to add to the covenants of the Issuer Company or the Guarantor, as applicable, such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee Trustees shall consider to be for the protection of the Holders of SecuritiesSecurities of any or all Series and, if such additional covenants are to be for the benefit of less than all the Series of Securities stating that such covenants are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee Trustees upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series Series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors and the Guarantor Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders of the Securities in or the Holders of any material respectCoupons; (e) to establish the form or terms of Securities of any series Series as permitted by Sections 2.01 Section 2.1 and 2.03Section 2.3; andor (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 5.106.11. The Trustee is Trustees are hereby authorized to join with the Issuer Company and the Guarantor, if applicable, in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee Trustees shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s Trustees’ own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 8.1 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Kellogg Co)

Supplemental Indentures Without Consent of Securityholders. The IssuerCompany, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Company under this Indenture and the Securities; (c) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of Securitiesany series of Securities or Tranche thereof, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; andSection 3.1; (f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form; (g) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one Securities, pursuant to Section 7.11, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, Trustee; (i) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of Section 5.10restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and (k) otherwise to change or eliminate any of the provisions of this Indenture; provided, however, that any such change or elimination may only be effected when no Outstanding Security of any series created prior to the execution of such supplemental indenture is entitled to the benefit of such provision. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.0210.2.

Appears in 1 contract

Sources: Indenture (Covanta Capital Trust Iii)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized thereby), Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11. 52 The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Tenneco Packaging Inc)

Supplemental Indentures Without Consent of Securityholders. The IssuerCompany, when authorized by a resolution of its the Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successionssuccession, and the assumption by the successor legal entity sucessor corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8Ten hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of 66 all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or may be required to convey, transfer, assign, mortgage or pledge in accordance with the provisions of Section 3.05 or Section 10.03; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under to make any supplemental indenture as the Board may deem necessary or desirable and which other changes hereto; provided that any such action shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (ef) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties duties, obligations or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 1 contract

Sources: Indenture (Masco Corp /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; indenture or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respect;Securities; or (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance adjustment of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, conversion rights pursuant to the requirements of Section 5.10. 13.05; and The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Convertible Subordinated Indenture (Chancellor Media Corp/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:action (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, however, that no such action shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Senior Indenture (Seagull Energy Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:: 50 (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine hereof; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee Board of Directors shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect the interests of the Holders of the Securities in any material respect;Securities; and (e) to establish modify or supplement this Indenture or any indenture supple- mental hereto in such manner as to permit the form or terms of Securities qualification thereof under the Trust Indenture Act of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10other similar federal statute hereafter in effect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 8.1 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2 hereof.

Appears in 1 contract

Sources: Indenture (NRG Energy Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board Resolution (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any Officer’s Certificate delivered pursuant to Section 2.3 or supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any Officer’s Certificate or supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.12; and (g) to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such change, elimination or addition shall not apply to any Security Outstanding on the date of such indenture supplemental hereto. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Con-Way Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective defective, mistaken or inconsistent with any other provision contained herein or in any supplemental indenture; or to make , provided, that no such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which action shall not adversely affect the interests of the Holders of the Securities in any material respect; or to conform this Indenture or any supplemental indenture to the description of the Securities set forth in any prospectus or prospectus supplement related to such series of Securities; (e) to provide for or add guarantors for the Securities of one or more series; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and; (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (h) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; (i) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939; (j) to supplement any provisions contained herein or in any supplemental indenture to such extent as will be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 10; provided that no such action shall adversely affect the interests of the Holders of the Securities in any material respect; and (k) to make any other change that is necessary or desirable; provided, that no such change shall adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without notice to or the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Indenture (Idex Corp /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by by, or pursuant to a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection benefit of the Holders holders of Securities, one or more series of Securities (and to make the occurrence, or the occurrence and continuance, of a default in any if such additional covenants, restrictions, conditions or provisions an Event are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer; (d) to add additional Events of Default permitting the enforcement of all or and to provide with respect thereto for any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period periods of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event default or for any limitation of Default or may limit the remedies available to the Trustee upon such an Event default; (e) to provide for the issuance under this Indenture of Default Securities in bearer form (including Securities registrable as to principal only) with or may limit the right without interest coupons and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (df) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to change or eliminate any provision or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which shall not adversely affect the interests of the Holders holders of the Securities in any material respectat the time Outstanding; (eg) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.5; andor (fh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.025.

Appears in 1 contract

Sources: Indenture (Textron Financial Corp)

Supplemental Indentures Without Consent of Securityholders. The IssuerIssuers, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms their respective Boards of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, either Issuer or successive successions, successions and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the such Issuer pursuant to Article 8Eight; (cb) to add to the covenants of the Issuer Issuers such further covenants, restrictions, conditions or provisions as the Issuer such Boards of Directors and the Trustee shall consider to be for the protection of the Holders holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03Securities; and (fd) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of issuance under this Indenture of Securities in coupon form (including Securities registrable as shall be necessary to principal only) and to provide for or facilitate the administration exchangeability of the trusts such Securities with Securities issued hereunder by more than one trusteein fully registered form, pursuant and to the requirements of Section 5.10make all appropriate changes for such purpose. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.027.2.

Appears in 1 contract

Sources: Indenture (Dennys Holdings Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which 47 46 period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such affected series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Indenture (J P Morgan Chase & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture indenture, which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.or

Appears in 1 contract

Sources: Indenture (Murphy Oil Corp /De)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8‎Article 9; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an a Default or Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Default or Event of Default or may limit the remedies available to the Trustee upon such an Default or Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Default or Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form forms or terms of Securities of any series as permitted by Sections ‎Section 2.01 and ‎Section 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10‎Section 6.11. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, thereunder but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02‎Section 8.02.

Appears in 1 contract

Sources: Subordinated Indenture (Bbva Compass Bancshares, Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that of Directors certified to the specific terms of such action may be determined by officers of the Issuer authorized thereby)Trustee, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, (ii) to conform the terms of Securities to the description thereof in the prospectus and prospectus supplement (or similar offering document) offering such Securities or (iii) to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (c) to establish the form or terms of Securities of any series as permitted by Section 2.01 and 2.03; (d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (e) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; (g) to make any change that would not reasonably be expected to adversely affect the rights of any Holder in any material respect; (h) to add to the covenants of the Issuer such further new covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of Securities, and with respect to which the Trustee has received an Opinion of Counsel to a similar effect, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthDefault; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal Principal amount of the Securities of such series to waive such an Event of Default;; or (di) to cure make any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture change so long as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the no Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10are Outstanding. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (Loop Media, Inc.)

Supplemental Indentures Without Consent of Securityholders. The IssuerWithout the consent of any Holders of Securities, the Company, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the IssuerCompany, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Company under this Indenture and the Securities, in each case in compliance with the Indenture; (c) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of Securitiesany series of Securities or Tranche thereof, or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture or, in the case of Securities of a series issued to an EH Trust and for so long as any of the Preferred Securities issued by such EH Trust shall remain outstanding, the holders of such Preferred Securities, in any material respect or as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; andSection 3.1; (f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series in any material respect; (g) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (h) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to ARTICLE 12, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Outstanding Security or, in the case of Securities of a series issued to an EH Trust and for so long as any of the Preferred Securities issued by such EH Trust shall remain outstanding, the holders of such Preferred Securities, in any material respect; (j) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; (k) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (l) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one Securities, pursuant to Section 7.11, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, Trustee; (m) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of Section 5.10restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures; (n) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and (o) otherwise to amend or supplement any of the provisions of this Indenture or in any supplemental indenture; provided, however, that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations stipulations, which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.0210.2.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Endurance Specialty Holdings LTD)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such affected series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any -37- 45 supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; and (g) to add to, change or eliminate any of the provisions of this Indenture; provided, that any such addition, change or elimination (i) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Security then Outstanding. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (J P Morgan Chase & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Tyco International and any other Guarantor, if any, when authorized by a resolution resolutions of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms their respective Boards of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerIssuer or any Guarantor, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer or any Guarantor such further covenants, restrictions, conditions or provisions as the Issuer its Board and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; providedPROVIDED, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3; (f) to add a Guarantor pursuant o the requirements of Sections 3.11 and 13.4; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer Issuer, Tyco International and any other Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.027.2.

Appears in 1 contract

Sources: Indenture (Tyco International Group S A)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Securities of one or more series any property or assetsseries; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;in (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Indenture (Sysco Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Subordinated Indenture (Sunamerica Capital Trust Iv)

Supplemental Indentures Without Consent of Securityholders. The IssuerWithout notice to or the consent of any Holder of any Security or coupon, the Company, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Resolution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successionsCompany, and the assumption by the any such successor legal entity of the covenants, agreements and obligations covenants of the Issuer pursuant to Article 8;Company herein and in the Securities; or (cb) to add to the covenants of the Issuer Company for the benefit of the Holders of all or any series of Securities (and if such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider covenants are to be for the protection benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or to add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all the series of Securities, specifying the series to which such Event of Default is applicable) for the benefit of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any series of the several remedies provided in this Indenture as herein set forthSecurities (and if such Events of Default are to be for the benefit of less that all series of Securities stating that such Events of default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional covenantEvents of Default, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event of Default default or may limit the right of the Holders of a majority in aggregate principal amount of the that or those series of Securities to which such additional Events of such series Default apply to waive such an Event of Default;default; or (dc) to cure add to or change any ambiguity of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any), Maturity Consideration or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to correct or supplement permit the issuance of Securities in uncertificated form, provided any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which action shall not adversely affect the interests of the Holders of the Securities of any series or any related coupons in any material respect;; or (d) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision; or (e) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.033.01; andor (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized 6.11(b); or (h) to join cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with the Issuer in the execution of any such supplemental indentureother provision herein, or to make any further appropriate agreements and stipulations which may be therein contained and other provisions with respect to accept matters or questions arising under this Indenture, provided that such action shall not adversely affect the conveyance, transfer, assignment, mortgage or pledge interests of the Holders of Securities of any property thereunder, but series or any related coupons in any material respect; or (i) to supplement any of the Trustee provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 4.01 and 4.03; provided in each case that any such action shall not be obligated adversely affect the interests of Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (j) to enter provide for conversion rights of the Holders of Securities of any Series to enable such Holders to convert such Securities into any such supplemental indenture which affects other securities of the Trustee’s own rights, duties or immunities under this Indenture or otherwiseCompany. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 1 contract

Sources: Indenture (Commerce Bancorp Inc /Nj/)

Supplemental Indentures Without Consent of Securityholders. The 1. In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, which comply with the Trust Indenture Act of 1939, as then in effect, without the consent of the Holders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the Issuer, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer Issuer, pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or mistake or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 5.106.11; (g) to make any other changes that do not materially adversely affect holders of the affected Securities; or (h) for the issuance of a different series of Securities; provided, that prior to the issuance of any such different series, a supplemental indenture may change any provision of this Indenture applicable only to such series; or (i) to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof. 2. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 3. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Subordinated Indenture (Argo Group Us, Inc.)

Supplemental Indentures Without Consent of Securityholders. The IssuerCompany, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Company under this Indenture and the Securities; (c) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of Securitiesany series of Securities or Tranche thereof, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such -------- supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; andSection 3.1; (f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form; (g) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one Securities, pursuant to Section 7.11, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, Trustee; (i) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of Section 5.10restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and (k) otherwise to change or eliminate any of the provisions of this Indenture; provided, however, that any such change or elimination may only be effected when no Outstanding Security of any series created prior to the execution of such supplemental indenture is entitled to the benefit of such provision. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.0210.2.

Appears in 1 contract

Sources: Indenture (Covanta Capital Trust Iii)

Supplemental Indentures Without Consent of Securityholders. The IssuerWithout the consent of any Holders of Securities, the Company, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the IssuerCompany, or successive successions, and the assumption by the successor legal entity Person of the covenants, agreements and obligations of the Issuer pursuant to Article 8Company under this Indenture and the Securities, in each case in compliance with this Indenture; (c) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee its Board of Directors shall consider to be for the protection of the Holders of Securitiesany series of Securities or Tranche thereof, or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture or, in the case of Securities of a series issued to a QCH Capital Trust and for so long as any of the Board Preferred Securities issued by such QCH Capital Trust shall remain outstanding, the holders of such Preferred Securities may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; andSection 3.1; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one Securities, pursuant to Section 7.11, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee; (g) otherwise to amend or supplement any of the provisions of this Indenture or in any supplemental indenture; provided, however, that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding; (h) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series in any material respect; (i) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (j) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); (k) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article XII, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Outstanding Security or, in the case of Securities of a series issued to a QCH Capital Trust and for so long as any of the Preferred Securities issued by such QCH Capital Trust shall remain outstanding, the holders of such Preferred Securities, in any material respect; (l) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; (m) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (n) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of Section 5.10restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures; and (o) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations stipulations, which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.0210.2.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Quanta Capital Holdings LTD)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture indenture, which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which desirable; provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (f) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 14 hereof; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.025.

Appears in 1 contract

Sources: Indenture (Murphy Oil Corp /De)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board Resolution (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.12; and (g) to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such change, elimination or addition shall not apply to any Security Outstanding on the date of such indenture supplemental hereto. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Health Net Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (GasLog Partners LP)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8VIII; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish provide for the form or terms issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of any series as permitted by Sections 2.01 such Securities with Securities issued hereunder in fully registered form, and 2.03to make all appropriate changes for such purpose; and (f) to evidence and provide for comply with the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any requirements of the provisions SEC in order to effect or maintain the qualification of this Indenture as shall be necessary to provide for or facilitate under the administration Trust Indenture Act of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.101939. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.027.2.

Appears in 1 contract

Sources: Indenture (Ich Corp /De/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its the Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8IX; (cb) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided provided, in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (dc) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard as to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Senior Subordinated Indenture (Service Corporation International)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall reasonably consider to be for the protection of the Holders of SecuritiesSecurities or Coupons (or any series thereof), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other changes or provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized 6.11; and (g) to join with the Issuer in the execution of any such supplemental indentureadd to, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage change or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding eliminate any of the provisions of Section 7.02.this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that any such addition, change or

Appears in 1 contract

Sources: Senior Debt Indenture (Kaufman & Broad Home Corp)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, covenants agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such affected series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (J P Morgan Chase & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Issuer when authorized by a resolution of its Board Resolution (which resolutions Resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), in accordance with or pursuant to a Company Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity of the respective covenants, agreements and obligations of the Issuer pursuant to Article 8under this Indenture or any supplemental indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as or to surrender any right, power or option conferred by this Indenture on the Issuer as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of all or any series of Securities or Coupons of any series (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being added solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided, that no action under this clause (d) shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.032.3; (f) to make any change to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Senior Indenture (Freeport McMoran Copper & Gold Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Com pany pursuant to Article 8Ten hereof; (cb) to add to the covenants of the Issuer Company such further fur ther covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Company and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental supple mental indenture which may be defective or inconsistent incon sistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests inter ests of the Holders holders of the Securities in any material respectSecurities; (e) to establish add to, delete from, or revise the form or terms of Securities of any series as permitted by Sections Section 2.01 and 2.03; and, including, without limitation, any terms relating to the issuance, exchange, regis tration or transfer of Securities issued in whole or in part in the form of one or more global Secu rities and the payment of any principal thereof, or interest or premium, if any, thereon; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (g) to provide for uncertificated Securities in addition to or in place of certificated Securities; (h) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or 57 (i) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifi cations required to be furnished pursuant to the terms of this Indenture or any series of Securi ties, or to add to the rights of the holders of any series of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities Securi ties at the time outstanding, notwithstanding any of the provisions provi sions of Section 7.029.02.

Appears in 1 contract

Sources: Indenture (Nb Capital Trust I)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture indenture, which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which desirable; provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 13 hereof; and (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.025.

Appears in 1 contract

Sources: Indenture (Murphy Oil Corp /De)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8X hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as permitted by Sections 2.1 and 2.2 to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.2.

Appears in 1 contract

Sources: Indenture (Sterling Bancshares Capital Trust Ii)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its the Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (g) to permit or facilitate the issuance of Securities in global form or bearer form or to provide for uncertificated Securities to be issued; (h) to change or eliminate any provision contained herein, provided that any such change or elimination shall become effective only when there are no Securities outstanding of any series created prior to the execution of any supplemental indenture which is entitled to the benefit of such provision; and (i) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the Trust Indenture Act of 1939, if the Trust Indenture Act of 1939 or regulations thereunder change what is so required to be included in qualified indentures, in any manner not inconsistent with what then may be required for such qualification. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.027.2.

Appears in 1 contract

Sources: Indenture (Irvine Apartment Communities L P)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, covenants agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions 40 47 an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such affected series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Appears in 1 contract

Sources: Indenture (J P Morgan Chase & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time time, without the consent of any of the Securityholders, enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity ambiguity, defect or inconsistency, or to correct conform this Indenture or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders description of the Securities set forth in any material respectprospectus or prospectus supplement related to such series of Securities; (e) to provide for or add guarantors for the Securities of one or more series; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and; (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (h) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue, authentication and delivery of any series of Securities, as herein set forth; (i) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (j) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to shall join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Indenture (Alnylam Pharmaceuticals, Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, Company when authorized by a resolution of its the Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one 1 or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8;Ten hereof, (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to secure the Securities pursuant to the requirements of Section 10.03 or otherwise; or (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (ef) to establish the form or terms of Securities of any series as permitted by Sections Section 2.01 and 2.03, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.02.

Appears in 1 contract

Sources: Indenture (Phillips Petroleum Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish provide for the form or terms issuance of Securities of any series and related Coupons, if any, as permitted by Sections 2.01 2.1 and 2.03; and2.3 hereof and to establish the form and term thereof; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series series, or of the Coupons appertaining to such Securities, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.10; and (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect and maintain the qualification of this Indenture under the Trust Indenture Act of 1939, or under any similar Federal statute hereafter enacted, and to add to this Indenture such other provisions and make such other changes to this Indenture as may be expressly permitted by the Trust Indenture Act of 1939, or under any similar Federal statute hereafter enacted, excluding however, the provisions referred to in section 316(a)(2) of the Trust Indenture Act of 1939 or any corresponding provisions in any similar Federal statute hereafter enacted. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Progressive Corp/Oh/)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Eight hereof; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee Board of Directors shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect the interests of the Holders of the Securities in any material respect;Securities; and (e) to establish modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the form or terms of Securities qualification thereof under the Trust Indenture Act of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10other similar federal statute hereafter in effect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.be

Appears in 1 contract

Sources: Indenture (NRG Energy Inc)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized therebyOrder), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.026.

Appears in 1 contract

Sources: Indenture (J P Morgan Chase & Co)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the IssuerCompany, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8X hereof; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Issuer Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default default or may limit the remedies available to the Trustee upon such an Event default; (c) to provide for the issuance under this Indenture of Default or may limit the right Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of the Holders of a majority in aggregate principal amount of such Securities with the Securities of issued hereunder in fully registered form and to make all appropriate changes for such series to waive such an Event of Defaultpurpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as the Board may deem necessary or desirable and which such action shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to establish add to, delete from, or revise the form or terms of Securities of any series as permitted by Sections 2.01 Section 2.1 and 2.03; andSection 2.2, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more Global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11; (g) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or (h) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 9.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.029.2.

Appears in 1 contract

Sources: Indenture (Sterling Bancshares Capital Trust Ii)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions for the protection of the holders of all or any series of Securities (and if such Covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included solely for the benefit of such series) as the Issuer its Board of Directors and the Trustee shall consider to be for the protection of the Holders holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders holders of the Securities in any material respectSecurities; (e) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 2.032.3; and (fg) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Tyme Technologies, Inc.)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the in accordance with or pursuant to an Issuer authorized thereby), Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, Issuer or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 89; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Issuer may deem necessary or desirable and which desirable, provided that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.11. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.02.

Appears in 1 contract

Sources: Subordinated Indenture (Abn Amro Bank Nv)

Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby)Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity corporation to the Issuer, or successive successions, and the assumption by the successor legal entity corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8Nine hereof; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee Board of Directors shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, 44 51 continuance of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect the interests of the Holders of the Securities in any material respect;Securities; and (e) to establish modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the form or terms of Securities qualification thereof under the Trust Indenture Act of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10other similar federal statute hereafter in effect. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section 8.1 may be executed without the consent of the Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.028.2 hereof.

Appears in 1 contract

Sources: Indenture (NRG Energy Inc)

Supplemental Indentures Without Consent of Securityholders. The IssuerCompany, when authorized by a resolution of its Board of Directors (which resolutions resolution may provide general authorization terms or parameters for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized therebyin accordance with or pursuant to an Company Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity Person to the IssuerCompany, or successive successions, and the assumption by the any such successor legal entity of the covenants, agreements and obligations of the Issuer Company pursuant to Article 89; (c) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Issuer Company and the Trustee shall consider to be for the protection of the Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board Company may deem necessary or desirable and which desirable, provided, that no such action shall not adversely affect the interests of the Holders of the Securities in any material respector Coupons; (e) to establish the form forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 2.1 and 2.03; and2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.106.12; or (g) to provide for the qualification of the Indenture under the Trust Indenture Act. The Trustee is hereby authorized to join with the Issuer Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.028.2.

Appears in 1 contract

Sources: Indenture (Healthsouth Corp)