With Consent of Noteholders Sample Clauses
The "With Consent of Noteholders" clause establishes that certain actions or decisions by the issuer or trustee require the approval of a specified percentage of noteholders before proceeding. In practice, this may apply to amendments of the note terms, waivers of defaults, or other significant changes affecting the rights of noteholders, typically requiring a formal vote or written consent. The core function of this clause is to protect the interests of noteholders by ensuring that material changes cannot be made unilaterally, thereby promoting fairness and collective decision-making.
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obl...
With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender or exchange offer for Securities) of the Noteholders of at least a majority in principal amount of the then-outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):
(a) reduce the amount of Securities whose Noteholders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or change the time for payment of interest on any Security;
(c) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions with respect thereto;
(d) make any Security payable in money other than that stated in the Security;
(e) make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence);
(f) waive a default in the payment of the Designated Event Payment or principal of, or interest on, any Security (other than as provided in Section 8.04);
(g) waive a redemption payment payable on any Security; or
(h) make any change that adversely affects the right of Noteholders to convert Securities into Common Stock of the Company. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.
With Consent of Noteholders of the Original Indenture is hereby amended and restated in its entirety as follows:
With Consent of Noteholders. The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to amend this Indenture or the Notes with the written consent of the Holders of a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes without prior notice to any other Noteholder. Notwithstanding the preceding paragraph, without the consent of each Noteholder affected, an amendment or waiver may not:
(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;
(2) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
With Consent of Noteholders. Section 8.02 of the Original Indenture is hereby amended and restated in its entirety as follows:
With Consent of Noteholders. The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to amend this Indenture or the Notes with the written consent of the Holders of a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes without prior notice to any other Noteholder. Notwithstanding the preceding paragraph, without the consent of each Noteholder affected, an amendment or waiver may not:
(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;
(2) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
(4) make any Note payable in currency other than that stated in the Note;
(5) make any change in this Section 8.02;
(6) make any change in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee;
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
With Consent of Noteholders. The Issuer and the Agents may amend, supplement or modify this Agreement or the Conditions and past defaults under this Agreement or under the notes may be waived with the written consent of the Noteholders of E-29 12 not less than sixty-six and two thirds percent (66 2/3%) in aggregate principal amount of the Notes outstanding. Any such written consent shall be arranged by the Issuer or the Noteholders, and notified to the Registrar. Without the written consent or affirmative vote of each Noteholder affected, no amendment, supplement, modification or waiver under this Section may:
(a) waive a default in the payment of Accreted Principal Amount of or the interest on any Note, or change the stated maturity date of the principal of, or the dates for payment of interest on, any Note; or
(b) reduce the principal amount of, or interest rate on, any Note (other than in accordance with this Agreement and the Conditions) or
(c) change of the place or currency of payment of Accreted Principal Amount of, or interest on, any Note; or
(d) impair any right to institute suit for the enforcement of any payment on or with respect to any Note; or
(f) reduce the percentage in principal amounts of Notes, the consent of whose holders is required to amend, supplement or modify this Agreement or the Notes or to make, take or give any request, demand, authorization, direction, notice, consent, waiver (including waiver of future compliance or past failure to perform) or other action provided thereby to be made, taken or given. Prior to executing any amendment the Agent shall be entitled to receive an opinion of counsel stating that such amendment is permitted by this Agreement.
With Consent of Noteholders. If an amendment of either this Agreement or the Series B Notes is permitted by the preceding Section , the Borrower, the Trustee and the Paying Agent may enter into such amendment, without prior notice to any Noteholders; provided, however, that if the Trustee determines in its sole discretion that such amendment materially adversely affects the Owners, then prior to entering into such an amendment, the Borrower and the Trustee shall obtain the consent of the holders of at least a majority in principal amount of the Series B Notes then Outstanding. Without the consent of all Noteholders affected, however, no amendment or supplement may (a) extend the final stated maturity of any Series B Note, (b) reduce the principal amount of, or Interest Rate on (prior to its Purchase Date), any Series B Note or change the terms of any redemption or mandatory purchase thereof, (c) effect a privilege or priority of any Series B Note or Series B Notes over any other Series B Note or Series B Notes (except as provided herein), (d) reduce the percentage of the principal amount of the Series B Notes required for consent to such amendment or (f) alter the obligation of the Bank under the Series B Letter of Credit or of the Borrower under the Series B Note Documents such that the Owners are materially adversely affected.
With Consent of Noteholders. The Issuer may, with prior notice to the Rating Agencies and with the written consent of the Holders of not less than a majority of the principal amount of the Controlling Class of each Series of Notes affected thereby, enter into an amendment or supplement to any Transfer and Servicing Agreement for any purpose; provided, however, that no such amendment or supplemental shall, without the consent of the Noteholders affected thereby: materially increase or reduce in any manner the amount of, or accelerate or delay the timing of, collection of payments on Receivables or take any action with respect to the Notes which would be prohibited under the Indenture or the Series Supplements, change or otherwise modify the method of calculation of the Warranty Purchase Payment or the Administrative Purchase Payment, or modify any provision of this Section 3.17 to decrease the required minimum percentage necessary to approve any amendments to any provisions of a Transfer and Servicing Agreement. It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed amendment or supplement to a Transfer and Servicing Agreement which requires the consent of the Noteholders. Promptly after the execution by the Issuer of any amendment or supplement to a Transfer and Servicing Agreement pursuant to Section 3.17(b), the Issuer shall mail to the Noteholders to which such amendment or supplement relates a notice setting forth in general terms the substance of such amendment or supplement. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplement.